10-K

UNITED STATES SECURITIES AND

EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-33139

HERTZ GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	20-3530539
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

225 Brae Boulevard
Park Ridge, New Jersey 07656-0713
(201) 307-2000

(Address, including ZIP Code, and telephone number,
including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, Par Value $.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes o No x

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.   Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  o   Accelerated filer  o   Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The initial public offering of Hertz Global Holdings, Inc.’s common stock, par value of $0.01 per share, commenced on November 15, 2006. Prior to that date, there was no public market for the registrant’s common stock.

As of March 27, 2007, 320,621,080 shares of the registrant’s common stock were outstanding.

Documents incorporated by reference:

Portions of the Registrant’s Proxy Statement for its Annual Meeting of Stockholders scheduled for May 17, 2007 are incorporated by reference into Part III.

TABLE OF CONTENTS

INTRODUCTORY NOTE		1
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	29
ITEM 1B.	UNRESOLVED STAFF COMMENTS	49
ITEM 2.	PROPERTIES	49
ITEM 3.	LEGAL PROCEEDINGS	49
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	52
EXECUTIVE OFFICERS OF THE REGISTRANT		53
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	55
ITEM 6.	SELECTED FINANCIAL DATA	58
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	60
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	99
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	100
	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	100
	CONSOLIDATED BALANCE SHEETS	102
	CONSOLIDATED STATEMENTS OF OPERATIONS	103
	CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	104
	CONSOLIDATED STATEMENTS OF CASH FLOWS	105
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	107
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	166
ITEM 9A.	CONTROLS AND PROCEDURES	166
ITEM 9B.	OTHER INFORMATION	166
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	167
ITEM 11.	EXECUTIVE COMPENSATION	167
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	167
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	167
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	167
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	168
SIGNATURES		184
EXHIBIT INDEX		186

INTRODUCTORY NOTE

Unless the context otherwise requires, in this Annual Report on Form 10-K, or “Annual Report,” (i) “Hertz Holdings” means Hertz Global Holdings, Inc., our top-level holding company, (ii) “Hertz” means The Hertz Corporation, our primary operating company and a direct wholly owned subsidiary of Hertz Investors, Inc., which is wholly owned by Hertz Holdings, (iii) “we,” “us” and “our” mean (a) prior to December 21, 2005, Hertz and its consolidated subsidiaries and (b) on and after December 21, 2005, Hertz Holdings and its consolidated subsidiaries, including Hertz, (iv) “HERC” means Hertz Equipment Rental Corporation, Hertz’s wholly owned equipment rental subsidiary, together with our various other wholly owned international subsidiaries that conduct our industrial, construction and material handling equipment rental business, (v) “cars” means cars and light trucks (including sport utility vehicles and, outside North America, light commercial vehicles), (vi) “equipment” means industrial, construction and material handling equipment, (vii) “EBITDA” means consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation and amortization and (viii) “Corporate EBITDA” means “EBITDA” as that term is defined under Hertz’s senior credit facilities, which is generally consolidated net income before net interest expense (other than interest expense relating to certain car rental fleet financing), consolidated income taxes, consolidated depreciation (other than depreciation related to the car rental fleet) and amortization and before certain other items, in each case as more fully described in the agreements governing Hertz’s senior credit facilities.

On December 21, 2005, or the “Closing Date,” an indirect, wholly owned subsidiary of Hertz Holdings acquired all of Hertz’s common stock from Ford Holdings LLC, or “Ford Holdings,” pursuant to a Stock Purchase Agreement, dated as of September 12, 2005, among Ford Motor Company, or “Ford,” Ford Holdings and Hertz Holdings (previously known as CCMG Holdings, Inc.). As a result of this transaction, investment funds associated with or designated by Clayton, Dubilier & Rice, Inc. or “CD&R,” The Carlyle Group or “Carlyle” and Merrill Lynch Global Private Equity or “MLGPE,” or, collectively, the “Sponsors,” owned over 99% of the common stock of Hertz Holdings. As a result of the initial public offering of the common stock of Hertz Holdings, the Sponsors now own approximately 72% of the common stock of Hertz Holdings. We refer to the acquisition of all of Hertz’s common stock as the “Acquisition.” We refer to the Acquisition, together with related transactions entered into to finance the cash consideration for the Acquisition, to refinance certain of our existing indebtedness and to pay related transaction fees and expenses, as the “Transactions.” The “Successor period ended December 31, 2005” refers to the 11-day period from December 21, 2005 to December 31, 2005 and the “Predecessor period ended December 20, 2005” refers to the period from January 1, 2005 to December 20, 2005. The term “Successor” refers to us following the Acquisition and the term “Predecessor” refers to us prior to the Closing Date.

Certain financial information in this Annual Report for the Predecessor period ended December 20, 2005 and Successor period ended December 31, 2005 has been presented on a combined basis. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations” for a discussion of the presentation of our results for the year ended December 31, 2005 on a combined basis.

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this report under “Item 1—Business,” “Item 3—Legal Proceedings” and “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” including, without limitation, those concerning our liquidity and capital resources, include “forward-looking statements.” You should not place undue reliance on these 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

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include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “seek,” “will,” “may” 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. As you read this Annual Report, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. You should understand the risks and uncertainties discussed in “Item 1A—Risk Factors” and elsewhere in this Annual Report, could affect our actual financial results and could cause actual results to differ materially from those expressed in the forward-looking statements. Some important factors include:

·our operations;

·economic performance;

·financial condition;

·management forecasts;

·efficiencies;

·cost savings and opportunities to increase productivity and profitability;

·income and margins;

·liquidity;

·anticipated growth;

·economies of scale;

·the economy;

·future economic performance;

·our ability to maintain profitability during adverse economic cycles and unfavorable external events (including war, terrorist acts, natural disasters and epidemic disease);

·future acquisitions and dispositions;

·litigation;

·potential and contingent liabilities;

·management’s plans;

·taxes; and

·refinancing of existing debt.

In light of these risks, uncertainties and assumptions, the forward-looking statements contained in this Annual Report might not prove to be accurate and you should not place undue reliance upon them. 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.

Market and Industry Data

Information in this Annual Report about the car and equipment rental industries, including our general expectations concerning the industries and our market position and market share, are based in part on

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industry data and forecasts obtained from industry publications and surveys and internal company surveys. Third-party industry publications and forecasts generally state that the information contained therein has been obtained from sources generally believed to be reliable. While we are not aware of any misstatements regarding any industry data presented in this Annual Report, our estimates, in particular as they relate to our general expectations concerning the car and equipment rental industries, involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Item 1A—Risk Factors.”

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PART I

ITEM 1.BUSINESS

Our Company

We own what we believe is the largest worldwide general use car rental brand and one of the largest equipment rental businesses in the United States and Canada combined, both based on revenues. Our Hertz brand name is one of the most recognized in the world, signifying leadership in quality rental services and products. In our car rental business segment, we and our independent licensees and associates accept reservations for car rentals at approximately 7,600 locations in approximately 145 countries. We are the only car rental company that has an extensive network of company-operated rental locations both in the United States and in all major European markets. We maintain the leading airport car rental market share, by overall reported revenues, in the United States and at the 69 major airports in Europe where we have company-operated locations and data regarding car rental concessionaire activity is available. We believe that we also maintain the second largest market share, by revenues, in the off-airport car rental market in the United States. In our equipment rental business segment, we rent equipment through approximately 360 branches in the United States, Canada, France and Spain, as well as through our international licensees. We and our predecessors have been in the car rental business since 1918 and in the equipment rental business since 1965. We have a diversified revenue base and a highly variable cost structure and are able to dynamically manage fleet capacity, the most significant determinant of our costs. This has helped us to earn a pre-tax profit in each year since our incorporation in 1967. Our revenues have grown at a compound annual growth rate of 7.7% over the last 20 years, with year-over-year growth in 18 of those 20 years.

Corporate History

Hertz Holdings was incorporated by the Sponsors in Delaware in 2005 to serve as the top-level holding company for the consolidated Hertz business. Hertz was incorporated in Delaware in 1967. Hertz is a successor to corporations that have been engaged in the car and truck rental and leasing business since 1918 and the equipment rental business since 1965. Ford acquired an ownership interest in Hertz in 1987. Prior to this, Hertz was a subsidiary of UAL Corporation (formerly Allegis Corporation), which acquired Hertz’s outstanding capital stock from RCA Corporation in 1985.

On December 21, 2005, investment funds associated with or designated by the Sponsors, through an indirect, wholly owned subsidiary of Hertz Holdings acquired all of Hertz’s common stock from a subsidiary of Ford in the Acquisition, for aggregate consideration of $4,379 million in cash and debt refinanced or assumed of $10,116 million and transaction fees and expenses of $447 million. To finance the cash consideration for the Acquisition, to refinance certain of our existing indebtedness and to pay related transaction fees and expenses, the Sponsors used:

·equity contributions totaling $2,295 million from the investment funds associated with or designated by the Sponsors;

·net proceeds from a private placement by CCMG Acquisition Corporation of $1,800 million aggregate principal amount of 8.875% Senior Notes due 2014, or the “Senior Dollar Notes,” $600 million aggregate principal amount of 10.5% Senior Subordinated Notes due 2016, or the “Senior Subordinated Notes,” and €225 million aggregate principal amount of 7.875% Senior Notes due 2014, or the “Senior Euro Notes.” In connection with the Transactions, CCMG Acquisition Corporation merged with and into Hertz, with Hertz as the surviving corporation of the merger. CCMG Acquisition Corporation had no operations prior to the Acquisition. We refer to the Senior Dollar Notes and the Senior Euro Notes together as the “Senior Notes;”

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·aggregate borrowings of approximately $1,707 million by us under a new senior term facility, or the “Senior Term Facility,” which consists of (a) a maximum borrowing capacity of $2,000 million, which included a delayed draw facility of $293 million and (b) a synthetic letter of credit facility in an aggregate principal amount of $250 million;

·aggregate borrowings of approximately $400 million by Hertz and one of its Canadian subsidiaries under a new senior asset-based revolving loan facility, or the “Senior ABL Facility,” with a maximum borrowing capacity of $1,600 million (which was increased in February 2007 to $1,800 million). We refer to the Senior Term Facility and the Senior ABL Facility together as the “Senior Credit Facilities;”

·aggregate proceeds of offerings totaling approximately $4,300 million by a special purpose entity wholly owned by us of asset-backed securities backed by our U.S. car rental fleet, or the “U.S. Fleet Debt,” all of which we issued under our existing asset-backed notes program, or the “ABS Program”; under which an additional $600 million of previously issued asset-backed medium term notes having maturities from 2007 to 2009 remain outstanding following the closing of the Transactions, and in connection with which approximately $1,500 million of variable funding notes in two series were also issued, but not funded, on the closing date of the Acquisition;

·aggregate borrowings of the foreign currency equivalent of approximately $1,781 million by certain of our foreign subsidiaries under asset-based revolving loan facilities with aggregate commitments equivalent to approximately $2,930 million (calculated in each case at December 31, 2005), subject to borrowing bases comprised of rental vehicles, rental equipment, and related assets of certain of our foreign subsidiaries, (substantially all of which are organized outside of the United States) or one or more special purpose entities, as the case may be, and, rental equipment and related assets of certain of our subsidiaries organized outside North America or one or more special purpose entities, as the case may be, which facilities (together with certain capital lease obligations) are referred to collectively as the “International Fleet Debt;” and

·our cash on hand in an aggregate amount of approximately $6.1 million.

In connection with the Transactions, we also refinanced a significant portion of our existing indebtedness, which was repaid as follows:

·the repurchase of approximately $3,700 million in aggregate principal amount of existing senior notes having maturities from May 2006 to January 2028, of which additional notes in the aggregate principal amount of approximately $803.3 million remained outstanding following the Transactions;

·the repurchase of approximately €192.4 million (or approximately $230.0 million, calculated as of December 31, 2005) in aggregate principal amount of existing Euro-denominated medium term notes with a maturity of July 2007, of which additional medium term notes in the aggregate principal amount of approximately €7.6 million remained outstanding following the Transactions;

·the repayment of a $1,185 million intercompany note issued by Hertz to Ford Holdings on June 10, 2005 that would have matured in June 2010;

·the repayment of approximately $1,935 million under an interim credit facility that would have matured on February 28, 2006;

·the repayment of commercial paper, notes payable and other bank debt of approximately $1,212 million; and

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·the settlement of all accrued interest and unamortized debt discounts relating to the above existing indebtedness.

Our Markets

We operate in the global car rental industry and in the equipment rental industry, primarily in the United States.

Worldwide Car Rental

We believe that the global car rental industry exceeds $30 billion in annual revenues. According to a 2007 report appearing in Auto Rental News, car rental revenues in the United States totaled approximately $20 billion in 2006 and have grown at a 5.0% compound annual growth rate since 1990, including 6.2% growth in 2006. We believe car rental revenues in Western Europe account for over $12.5 billion in annual revenues, with the airport portion of the industry comprising approximately 40% of the total. Within Europe, the largest markets are Germany, the United Kingdom and France. We believe total rental revenues for the car rental industry in Europe in 2005 were approximately $10.5 billion in the nine countries—France, Germany, Italy, the United Kingdom, Spain, the Netherlands, Switzerland, Belgium and Luxembourg—where we have company-operated rental locations and over $2 billion in eight other countries—Greece, Ireland, Portugal, Sweden, Norway, Denmark, Austria and Finland—where our brand is present through our licensees.

We estimate that airport rentals account for approximately one-half of the total market in the United States. This portion of the market is significantly influenced by developments in the travel industry and particularly in airline passenger traffic, or enplanements. According to the FAA, enplanements in the United States only completed their recovery and surpassed their pre-2001 levels in 2005. The FAA projected in the first half of 2006 that domestic enplanements will grow at a compound annual rate of 3.2% from 2006 to 2017, consistent with long-term historical trends. The IATA projected in September 2006 that annual international enplanements would grow at a compound annual rate of 4.8% from 2006 to 2010.

The off-airport part of the industry has rental volume primarily driven by local business use, leisure travel and the replacement of cars being repaired. Because Europe has generally demonstrated a lower historical reliance on air travel, the European off-airport car rental market is significantly more developed than it is in the United States. However, we believe that in recent years, industry revenues from off-airport car rentals in the United States have grown faster than revenues from airport rentals.

Equipment Rental

We estimate the size of the U.S. equipment rental industry, which is highly fragmented with few national competitors and many regional and local operators, to be approximately $35 billion in annual revenues, but the part of the rental industry dealing with equipment of the type HERC rents is somewhat smaller than that. We believe that the industry grew at a 9.7% compound annual growth rate between 1991 and 2005. Other market data indicates that the equipment rental industries in France and Spain generate roughly $4 billion and $2 billion in annual revenues, respectively, although the portions of those markets in which HERC competes are smaller.

The equipment rental industry serves a broad range of customers from small local contractors to large industrial national accounts and encompasses a wide range of rental equipment from small tools to heavy earthmoving equipment. The industry is undergoing a strong recovery following the industrial recession and downturn in non-residential construction spending between 2001 and 2003. We believe U.S. non-residential construction spending grew at an annual rate of 14% in 2006 and is projected to grow at an annual rate of 4% in 2007. We also believe, based on an article in Rental Equipment

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Register published on February 1, 2006, that rental equipment accounted for approximately 30% to 40% of all equipment sold into the U.S. construction industry in 2005, up from approximately 5% to 10% in 1991. In addition, we believe that the trend toward rental instead of ownership of equipment in the U.S. construction industry will continue and that as much as 50% of the equipment used in the industry could be rental equipment within the next ten years.

Our Business Segments

Our business consists of two segments, car rental and equipment rental. In addition, “corporate and other” includes general corporate expenses, as well as other business activities, such as third-party claim management services.

Car Rental:  Our “company-operated” rental locations are those through which we, or an agent of ours, rent cars that we own or lease. We maintain a substantial network of company-operated car rental locations both in the United States and internationally, and what we believe to be the largest number of company-operated airport car rental locations in the world, enabling us to provide consistent quality and service worldwide. For the year ended December 31, 2006, we derived approximately 72% of our worldwide car rental revenues from airport locations. Our licensees and associates also operate rental locations in over 140 countries and jurisdictions, including most of the countries in which we have company-operated rental locations.

Equipment Rental:  On the basis of revenues, we believe HERC is the second largest equipment rental company in the United States and Canada combined and one of the largest equipment rental companies in France and Spain. HERC rents a broad range of earthmoving equipment, material handling equipment, aerial and electrical equipment, air compressors, generators, pumps, small tools, compaction equipment and construction-related trucks. HERC also derives revenues from the sale of new equipment and consumables.

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Set forth below are charts showing revenues and operating income (loss), by segment, and revenues by geographic area, all for the year ended December 31, 2006 and revenue earning equipment at net book value, as of December 31, 2006 (the majority of our international operations are in Europe). See Note 10 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Revenues by Segment for Year Ended December 31, 2006(1) $8.1 billion	Operating Income by Segment for Year Ended December 31, 2006(2) $1.2 billion
Revenues by Geographic Area for Year Ended December 31, 2006 $8.1 billion	Revenue Earning Equipment, net book value as of December 31, 2006 $9.8 billion

(1)Car rental segment revenue includes fees and certain cost reimbursements from licensees. See Note 10 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

(2)Operating income represents pre-tax income before interest expense and minority interest. The above chart excludes an operating loss of $105.8 million attributable to our Corporate and Other activities.

For further information on our business segments, including financial information for the years ended December 31, 2006, 2005 and 2004, see Note 10 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Worldwide Car Rental

Operations

We rent a wide variety of makes and models of cars, nearly all of which are the current or previous year’s models. We generally accept reservations only for a class of vehicles, although we accept

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reservations for specific makes and models of vehicles in our Prestige Collection luxury rental program, our Fun Collection experiential rental program, our Green Collection environmentally friendly rental program and a limited number of models in high-volume, leisure-oriented destinations. We rent cars on a daily, weekend, weekly, monthly or multi-month basis, with rental charges computed on a limited or unlimited mileage rate, or on a time rate plus a mileage charge. Our rates vary at different locations depending on local market conditions and other competitive and cost factors. While cars are usually returned to the locations from which they are rented, we also allow one-way rentals from and to certain locations. In addition to car rentals and licensee fees, we generate revenues from reimbursements by customers of airport concession fees and vehicle licensing costs, fueling charges, and charges for ancillary customer products and services such as supplemental equipment (child seats and ski racks), loss or collision damage waiver, theft protection, liability and personal accident/effects insurance coverage, Hertz NeverLost navigation systems and satellite radio services.

We have company-operated rental locations both in the United States and internationally. The international car rental operations that generated the highest volumes of business from our company-operated locations for the year ended December 31, 2006 were, in descending order of revenues, those conducted in France, Germany, Italy, the United Kingdom, Spain, Australia and Canada. We also have company-operated rental locations in the Netherlands, Switzerland, Belgium, Luxembourg, New Zealand, Puerto Rico, Brazil and the U.S. Virgin Islands.

As of December 31, 2006, we had approximately 1,700 staffed rental locations in the United States, of which approximately one-third were airport locations and two-thirds were off-airport locations, and we regularly rent cars from over 950 other locations that are not staffed. As of December 31, 2006, we had approximately 1,100 staffed rental locations internationally, of which approximately one-fifth were airport locations and four-fifths were off-airport locations, and we regularly rent cars from approximately 80 other locations that are not staffed. We believe that our extensive U.S. and international network of company-operated locations contributes to the consistency of our service, cost control, fleet utilization, yield management, competitive pricing and ability to offer one-way rentals.

In order to operate airport rental locations, we have obtained concessions or similar leasing, licensing or permitting agreements or arrangements, or “concessions,” granting us the right to conduct a car rental business at all major, and many other, airports with regularly scheduled passenger service in each country where we have company-operated rental locations, except for airports where our licensees operate rental locations and Orlando International Airport in Orlando, Florida. Our concessions were obtained from the airports’ operators, which are typically governmental bodies or authorities, following either negotiation or bidding for the right to operate a car rental business there. The terms of an airport concession typically require us to pay the airport’s operator concession fees based upon a specified percentage of the revenues we generate at the airport, subject to a minimum annual guarantee. Under most concessions, we must also pay fixed rent for terminal counters or other leased properties and facilities. Most concessions are for a fixed length of time, while others create operating rights and payment obligations that are terminable at any time.

The terms of our concessions typically do not forbid, and in a few instances actually require, us to seek reimbursement from customers of concession fees we pay; however, in certain jurisdictions the law limits or forbids our doing so. Where we are required or permitted to seek such reimbursement, it is our general practice to do so. The number of car rental concessions available at airports varies considerably, but, except at small, regional airports, it is rarely less than four. At Orlando International Airport, where we do not have a car rental concession, we operate an airport rental location at a facility located near the airport’s premises and pick up and drop off our customers at the airport under a permit from the airport’s operator. Certain of our concession agreements require the consent of the airport’s operator in connection with changes in ownership of us. We sought those consents that were required in connection with our initial public offering of our common stock, except where not obtaining

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them would not, in our view, have had a material adverse effect on our consolidated financial position or results of operations. See “Item 1A—Risk Factors—Risks Related to Our Business—We face risks related to changes in our ownership.”

The Hertz brand is one of the most recognized brands in the world. It has been listed in Business Week’s “100 Most Valuable Global Brands” in 2005 and in every year that it was eligible for inclusion in the study since the study’s inception in 2001. We understand that this study is limited to companies with public equity and their subsidiaries, and as a result, Hertz was not eligible for inclusion in 2006. The Hertz brand has been the only travel company brand to appear in the study. Moreover, our customer surveys indicate that in the United States, Hertz is the car rental brand most associated with the highest quality service. This is consistent with numerous published best-in class car rental awards that we have won, both in the United States and internationally, over many years. We have sought to support our reputation for quality and customer service in car rental through a variety of innovative service offerings, such as our customer loyalty program (Hertz #1 Club), our global expedited rental program (Hertz #1 Club Gold), our one-way rental program (Rent-it-Here/Leave-it-There), our national-scale luxury rental program (Prestige Collection), our national-scale experiential rental program (Hertz Fun Collection), our environmentally friendly rental program (Green Collection) and our in-car navigational services (Hertz NeverLost). We intend to maintain our position as a premier company through an intense focus on service, quality and product innovation.

In the United States, the Hertz brand had the highest market share, by revenues, in 2005 and in the first ten months of 2006 at the 180 largest airports where we operated. Out of the approximately 150 major European airports at which we have company-operated rental locations, data regarding car rental concessionaire activity for the year ended December 31, 2005 was available at 69 of these airports. Based upon this data, we believe that we were the largest airport car rental company, measured by aggregate airport rental revenues during that period, at those 69 airports taken together. In the United States, we intend to maintain or expand our market share in the airport rental business. For a further description of our competitors, market share and competitive position see “—Competition” below.

At our major airport rental locations, as well as at some smaller airport and off-airport locations, customers participating in our Hertz #1 Club Gold program are able to rent vehicles in an expedited manner. In the United States, participants in Hertz #1 Club Gold often bypass the rental counter entirely and proceed directly to their vehicles upon arrival at our facility. For the year ended December 31, 2006, rentals by Hertz #1 Club Gold members accounted for approximately 41% of our worldwide rental transactions. We believe the Hertz #1 Club Gold program provides a significant competitive advantage to us, particularly among frequent travelers, and we have, through travel industry relationships, targeted such travelers for participation in the program.

In addition to our airport locations, we operate off-airport locations offering car rental services to a variety of customers. Our off-airport rental customers include people wishing to rent cars closer to home for business or leisure purposes, as well as those needing to travel to or from airports. Our 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 cars were damaged, those expecting to lease cars that are not yet available from their leasing companies and those needing cars while theirs are being repaired or are temporarily unavailable for other reasons; we call these customers “replacement renters.” At many of our off-airport locations we will provide pick-up and delivery services in connection with rentals.

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When compared to our airport rental locations, an off-airport rental location typically services more types of customers, uses smaller rental facilities with fewer employees, conducts pick-up and delivery services and deals with replacement renters using specialized systems and processes. In addition, on average, off-airport locations generate fewer transactions per period than airport locations. At the same time, though, our airport and off-airport rental locations employ common car fleets, are supervised by common country, regional and local area management, use many common systems and rely on common maintenance and administrative centers. Moreover, airport and off-airport locations, outside the area of replacement rentals, are supported by a common commercial sales force, benefit from many common marketing activities and have many of the same customers. As a consequence, we regard both types of locations as aspects of a single, unitary, car rental business.

We believe that the off-airport portion of the car rental market offers opportunities for us on several levels. First, presence in the off-airport market can provide customers a more convenient and geographically extensive network of rental locations, thereby creating revenue opportunities from replacement renters, non-airline travel renters and airline travelers with local rental needs. Second, it can give us a more balanced revenue mix by reducing our reliance on airport travel and therefore limiting our risk exposure to external events that may disrupt airline travel trends. Third, it can produce higher fleet utilization as a result of the longer average rental periods associated with off-airport business, compared to those of airport rentals. Fourth, replacement rental volume is far less seasonal than that of other business and leisure rentals, which permits efficiencies in both fleet and labor planning. Finally, cross-selling opportunities exist for us to promote off-airport rentals among frequent airport Hertz #1 Club renters and, conversely, to promote airport rentals to off-airport renters. In view of those benefits, along with our belief that our market share for off-airport rentals is generally smaller than our market share for airport rentals, we intend to seek profitable growth in the off-airport rental market, both in the United States and internationally.

In the three years ended December 31, 2006, we increased the number of our off-airport rental locations in the United States by approximately 32% to approximately 1,380 locations. In 2007 and subsequent years, our strategy may include selected openings of new off-airport locations, the disciplined evaluation of existing locations and pursuit of same-store sales growth. We anticipate that same-store sales growth would be driven by our traditional leisure and business traveler customers and by increasing penetration of the insurance replacement market, of which we currently have a low market share. In the United States during the year ended December 31, 2006, approximately one-third of our rental revenues at off-airport locations were related to replacement rentals. We believe that if we successfully pursue our strategy of profitable off-airport growth, the proportion of replacement rental revenues will increase. As we move forward, our determination of whether to expand our U.S. off-airport network will be based upon a combination of factors, including the concentration of target insurance company policy holders, car dealerships, auto body shops and other clusters of retail, commercial activity and potential profitability. We also intend to increase the number of our staffed off-airport rental locations internationally on the basis of similar criteria.

In addition to renting cars, in Germany we also rent trucks of eight tons and over, including truck tractors. This truck rental fleet consists of approximately 3,400 vehicles, which have either been acquired under repurchase programs similar to those under which we purchase program cars or are under operating leases. We believe we are a market leader in heavy truck rental in Germany. Also, we are engaged in a car leasing business in Brazil. Our truck rental activities in Germany and our car leasing activities in Brazil are treated as part of our international car rental business in our consolidated financial statements.

Our worldwide car rental operations generated $6,378.0 million in revenues and $373.5 million in income before income taxes and minority interest during the year ended December 31, 2006.

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We may also, from time to time, pursue profitable growth within our car rental business by pursuing opportunistic acquisitions that would expand our global car rental business.

Customers and Business Mix

We categorize our car rental business based on two primary criteria—the purpose for which customers rent from us (business or leisure) and the type of location from which they rent (airport or off-airport). The table below sets forth, for the year ended December 31, 2006, the percentages of rental revenues and rental transactions in our U.S. and international operations derived from business and leisure rentals and from airport and off-airport rentals.

	Year ended December 31, 2006
	U.S.						International
	Revenues			Transactions			Revenues			Transactions
Type of Car Rental
By Customer:
Business		47	%		51	%		48	%		52	%
Leisure		53			49			52			48
		100	%		100	%		100	%		100	%
By Location:
Airport		79	%		80	%		54	%		57	%
Off-airport		21			20			46			43
		100	%		100	%		100	%		100	%

Customers who rent from us for “business” purposes include those who require cars in connection with commercial activities, the activities of governments and other organizations or for temporary vehicle replacement purposes. Most business customers rent cars from us on terms that we have negotiated with their employers or other entities with which they are associated, and those terms can differ substantially from the terms on which we rent cars to the general public. We have negotiated arrangements relating to car rental with many large businesses, governments and other organizations, including most Fortune 500 companies.

Customers who rent from us for “leisure” purposes include not only individual travelers booking vacation travel rentals with us but also people renting to meet other personal needs. Leisure rentals, taken as a whole, are longer in duration and generate more revenue per transaction than do business rentals, although some types of business rentals, such as rentals to replace temporarily unavailable cars, have a long average duration. Business rentals and leisure rentals have different characteristics and place different types of demands on our operations. We believe that maintaining an appropriate balance between business and leisure rentals is important to the profitability of our business and the consistency of our operations.

Our business and leisure customers rent from both our airport and off-airport locations. Demand for airport rentals is correlated with airline travel patterns, and transaction volumes generally follow enplanement trends on a global basis. Customers often make reservations for airport rentals when they book their flight plans, which makes our strong relationships with travel agents, associations and other partners (e.g., airlines) a key competitive advantage in generating consistent and recurring revenue streams.

Off-airport rentals typically involve people wishing to rent cars closer to home for business or leisure purposes, as well as those needing to travel to or from airports. This category also includes people who have been referred by, or whose rental costs are being wholly or partially reimbursed by, insurance companies because their cars have been damaged. In order to attract these renters, we

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must establish agreements with the referring insurers establishing the relevant rental terms, including the arrangements made for billing and payment. While we estimate our share of the insurance replacement rental market was approximately 7% of the estimated rental revenue volume for the year ended December 31, 2006, we have identified approximately 160 insurance companies, ranging from local or regional carriers to large, national companies, as our target insurance replacement market. Although Enterprise Rent-A-Car Company, or “Enterprise” currently has the largest share of the insurance replacement market, we believe that many of these companies are receptive to our replacement rental offerings and prefer to have at least two national rental car suppliers. Enterprise has asserted that certain systems we use to conduct insurance replacement rentals would infringe on patent rights it expects to obtain. See “Item 1A—Risk Factors—Risks Related to Our Business—Claims that the software products and information systems that we rely on are infringing on the intellectual property rights of others could increase our expenses or inhibit us from offering certain services, which could adversely affect our results of operations.”

We conduct active sales and marketing programs to attract and retain customers. Our commercial and travel industry sales force calls on companies and other organizations whose employees and associates need to rent cars for business purposes, as well as on membership associations, tour operators, travel companies and other groups whose members, participants and customers rent cars for either business or leisure purposes. A specialized sales force calls on companies with replacement rental needs, including insurance and leasing companies and car dealers. We also advertise our car rental offerings through a variety of traditional media, such as television and newspapers, direct mail and the Internet. In addition to advertising, we also conduct a variety of other forms of marketing and promotion, including travel industry business partnerships and press and public relations activities.

In almost all cases, when we rent a car, we rent it directly to an individual who is identified in a written rental agreement that we prepare. Except when we are accommodating someone who cannot drive, the individual to whom we rent a car is required to have a valid driver’s license and meet other rental criteria (including minimum age and creditworthiness requirements) that vary on the basis of location and type of rental. Our rental agreements permit only the individual renting the car, people signing additional authorized operator forms and certain defined categories of other individuals (such as fellow employees, parking attendants and in some cases spouses or domestic partners) to operate the car.

With rare exceptions, individuals renting cars from us are personally obligated to pay all amounts due under their rental agreements. They typically pay us with a charge, credit or debit card issued by a third party, although certain customers use a Hertz charge account that we have established for them, usually as part of an agreement between us and their employer. For the year ended December 31, 2006, all amounts charged to Hertz charge accounts established in the United States, and approximately 99% of amounts charged to Hertz charge accounts established by our international subsidiaries, are billed directly to a company or other organization or are guaranteed by a company. The remainder of the amounts charged to Hertz charge accounts established by our international subsidiaries are billed to individual account holders whose obligations are not guaranteed by the holder’s employer or any other organization associated with the account holder. We also issue rental vouchers and certificates that may be used to pay rental charges, mostly for prepaid and tour-related rentals. In addition, where the law requires us to do so, we rent cars on a cash basis.

In the United States for the year ended December 31, 2006, 86% of our car rental revenues came from customers who paid us with third-party charge, credit or debit cards, while 8% came from customers using Hertz charge accounts, 4% came from customers using rental vouchers or another method of payment and 2% came from cash transactions. In our international operations for the year ended December 31, 2006, 53% of our car rental revenues came from customers who paid us with third-party charge, credit or debit cards, while 27% came from customers using Hertz charge accounts, 18% came from customers using rental vouchers or another method of payment and 2% came from cash

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transactions. For the year ended December 31, 2006, we had bad debt expense ratios of 0.2% of car rental revenues for our U.S. operations and 0.4% of car rental revenues for our international operations.

Reservations

When customers reserve cars for rental from us and our licensees, they may seek to do so through travel agents or third-party travel websites. In many of those cases, the travel agent or website will utilize a third-party operated computerized reservation system, also known as a global distribution system, or “GDS,” to contact us and make the reservation. There are currently four principal GDSs, and we have contracts with all of them providing that we will process reservation requests made through the GDSs. Historically, GDSs were owned and operated by airlines and were subject to extensive regulation along with their airline owners. In recent years, however, airlines have greatly reduced their ownership interests in GDSs and the level of regulation to which GDSs are subject has substantially decreased. The owner of one of the four GDSs, Galileo, has recently entered into an agreement to acquire another GDS, Worldspan, which would result in further concentration in that industry.

In major countries, including the United States and all other countries with company-operated locations, customers may also reserve cars for rental from us and our licensees worldwide through local, national or toll-free telephone calls to our reservations centers, directly through our rental locations or, in the case of replacement rentals, through proprietary automated systems serving the insurance industry. Additionally, we accept reservations for rentals from us and our licensees worldwide through our websites. Our websites, which also allow customers to enroll in loyalty programs, obtain copies of bills for past transactions and obtain information about our rental offerings, have grown significantly in importance as a reservations channel in recent years. Third-party travel websites have also grown in importance to us as a reservations channel.

For the year ended December 31, 2006, approximately 34% of the worldwide reservations we accepted came through travel agents using GDSs, while 30% came through phone calls to our reservations centers, 25% through our websites, 7% through third-party websites and 4% through local booking sources.

Fleet

We believe we are one of the largest private sector purchasers of new cars in the world. During the year ended December 31, 2006, we also purchased approximately 7,200 used cars that were similar to other cars in our rental fleet. During the year ended December 31, 2006, we operated a peak rental fleet in the United States of approximately 310,000 cars and a combined peak rental fleet in our international operations of approximately 168,000 cars, in each case exclusive of our licensees’ fleet. During the year ended December 31, 2006, our approximate average holding period for a rental car was ten months in the United States and nine months in our international operations.

Over the five years ended December 31, 2006, we have acquired, subject to availability, over 70% of our cars pursuant to various fleet repurchase or guaranteed depreciation programs established by automobile manufacturers. Under these programs, the manufacturers agree to repurchase cars at a specified price or guarantee the depreciation rate on the cars during established repurchase or auction periods, subject to, among other things, certain car condition, mileage and holding period requirements. Repurchase prices under repurchase programs are based on either a predetermined percentage of original car cost and the month in which the car is returned or the original capitalized cost less a set daily depreciation amount. Guaranteed depreciation programs guarantee on an aggregate basis the residual value of the cars covered by the programs upon sale according to certain parameters which include the holding period, mileage and condition of the cars. These

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repurchase and guaranteed depreciation programs limit our residual risk with respect to cars purchased under the programs and allow us to determine depreciation expense in advance. For this reason, cars purchased by car rental companies under repurchase and guaranteed depreciation programs are sometimes referred to by industry participants as “program” cars. Conversely, those cars not purchased under repurchase or guaranteed depreciation programs for which the car rental company is exposed to residual risk are sometimes referred to as “risk” cars. For the year ended December 31, 2006, program cars as a percentage of all cars purchased by our U.S. operations were 61% and as a percentage of all cars purchased by our international operations were approximately 71%, or 64% when calculated on an aggregate worldwide basis.

We expect the percentage of our car rental fleet subject to repurchase or guaranteed depreciation programs to decrease substantially due primarily to changes in the terms offered by automobile manufacturers under repurchase programs. Accordingly, we expect to bear increased risk relating to the residual market value and the related depreciation on our car rental fleet and to use different rotational techniques to accommodate our seasonal peak demand for cars.

Over the five years ended December 31, 2006, approximately 47% of the cars acquired by us for our U.S. car rental fleet, and approximately 32% of the cars acquired by us for our international fleet, were manufactured by Ford and its subsidiaries. During the year ended December 31, 2006, approximately 40% of the cars acquired by us domestically were manufactured by Ford and its subsidiaries and approximately 30% of the cars acquired by us for our international fleet were manufactured by Ford and its subsidiaries, which represented the largest percentage of any automobile manufacturer during that period. The percentage of the fleet which we purchase from Ford may decline as a result of recent changes to the vehicle supply arrangements between Ford and us. See “—Relationship with Ford” and Note 14 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.” Historically, we have also purchased a significant percentage of our car rental fleet from General Motors Corporation, or “General Motors.” Over the five years ended December 31, 2006, approximately 19% of the cars acquired by us for our U.S. car rental fleet, and approximately 15% of the cars acquired by us for our international fleet, were manufactured by General Motors. During the year ended December 31, 2006, approximately 17% of the cars acquired by our U.S. car rental fleet, and approximately 13% of the cars acquired by us for our international fleet, were manufactured by General Motors.

Purchases of cars are financed through funds provided from operations and by active and ongoing global borrowing programs. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We maintain automobile maintenance centers at certain airports and in certain urban and off-airport areas, providing maintenance facilities for our car rental fleet. Many of these facilities, which include sophisticated car diagnostic and repair equipment, are accepted by automobile manufacturers as eligible to perform and receive reimbursement for warranty work. Collision damage and major repairs are generally performed by independent contractors.

We dispose of risk cars, as well as program cars that have for any reason become ineligible for manufacturer repurchase or guaranteed depreciation programs, through a variety of disposition channels, including auctions, brokered sales, sales to wholesalers and, to a lesser extent and primarily in the United States, sales at retail through a network of seven company-operated car sales locations dedicated exclusively to the sale of used cars from our rental fleet. During the year ended December 31, 2006, of the cars that were not repurchased by manufacturers, we sold approximately 85% at auction or on a wholesale basis, while 8% were sold at retail and 7% through other channels. We closed 24 retail car sales locations in the United States in the year ended December 31, 2006. These closures did not have a significant impact on our results of operations for the year ended December 31, 2006.

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Licensees

We believe that our extensive worldwide ownership of car rental operations contributes to the consistency of our high-quality service, cost control, fleet utilization, yield management, competitive pricing and our ability to offer one-way rentals. However, in certain predominantly smaller U.S. and international markets, we have found it more efficient to utilize independent licensees, which rent cars that they own. Our licensees operate locations in over 140 countries, including most of the countries where we have company-operated locations. As of December 31, 2006, we owned 96% of all the cars in the combined company-owned and licensee-owned fleets in the United States.

We believe that our licensee arrangements are important to our business because they enable us to offer expanded national and international service and a broader one-way rental program. Licenses are issued principally by our wholly owned subsidiaries, Hertz System, Inc., or “System,” and Hertz International, Ltd., or “HIL,” under franchise arrangements to independent licensees and affiliates who are engaged in the car rental business in the United States and in many foreign countries.

Licensees generally pay fees based on a percentage of their revenues or the number of cars they operate. The operations of all licensees, including the purchase and ownership of vehicles, are financed independently by the licensees, and we do not have any investment interest in the licensees or their fleets. System licensees share in the cost of our U.S. advertising program, reservations system, sales force and certain other services. Our European and other international licensees also share in the cost of our reservations system, sales force and certain other services. In return, licensees are provided the use of the Hertz brand name, management and administrative assistance and training, reservations through our reservations channels, the Hertz #1 Club and #1 Club Gold programs, our one-way rental program and other services. In addition to car rental, certain licensees outside the United States engage in car leasing, chauffeur-driven rentals and renting camper vans under the Hertz name.

System licensees ordinarily are limited as to transferability without our consent and are terminable by us only for cause or after a fixed term. Licensees in the United States may generally terminate for any reason on 90 days’ notice. In Europe and certain other international jurisdictions, licensees typically do not have early termination rights. Initial license fees or the price for the sale to a licensee of a company-owned location may be payable over a term of several years. We continue to issue new licenses and, from time to time, purchase licensee businesses.

Competition

In the United States, our principal car rental industry competitors are Avis Budget Group, Inc., or “ABG,” which currently operates the Avis and Budget brands, Vanguard Car Rental USA Group, or “Vanguard,” which operates the National Car Rental and Alamo brands, Dollar Thrifty Automotive Group, Inc., or “DTG,” which operates the Dollar and Thrifty brands, and Enterprise, which operates the Enterprise brand.

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The following table lists our estimated market share, and the estimated market shares of our principal competitors and their licensees, at the 180 largest U.S. airports at which we have company-operated locations, determined on the basis of revenues reported to the airports’ operators on which concession or off-airport permit fees are determined for the indicated periods. Complete market share data is not available for any date later than for the ten months ended October 31, 2006.

	Ten Months Ended October 31,			Years ended December 31,
	2006			2005		2004		2003		2002		2001
Brand Name
Hertz		28.4	%	29.2	%	29.6	%	29.0	%	29.2	%	29.5	%
Avis		19.9		20.2		20.2		21.2		22.3		21.6
Budget		10.4		10.5		10.2		10.4		10.8		11.8
ABG Brands(1)		30.3		30.7		30.4		31.6		33.1		33.4
National/Alamo (Vanguard Brands)(2)		19.7		19.4		19.8		20.8		21.8		25.4
Dollar		7.2		7.1		7.7		7.4		7.2		7.1
Thrifty		4.4		4.3		4.5		4.4		3.2		1.8
DTG Brands		11.6		11.4		12.2		11.8		10.4		8.9
Enterprise		7.6		7.0		6.0		5.0		3.9		2.0
Other		2.4		2.3		2.0		1.8		1.6		0.8
Total		100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

(1)ABG acquired all of the outstanding shares of Avis Group Holdings, Inc. on March 1, 2001 and acquired substantially all of the domestic assets of the vehicle rental business of Budget Group, Inc. on November 22, 2002.

(2)National and Alamo have been owned by Vanguard since October 2003.

The U.S. off-airport rental market has historically been dominated by Enterprise. We now have a significant presence in the off-airport market, and ABG’s brands also are present. Many smaller companies also operate in the airport and off-airport rental markets.

In Europe, in addition to us, the principal pan-European participants in the car rental industry are Avis Europe plc (which is not an affiliate of ABG but is operating under a license from ABG), which operates the Avis and Budget brands, and Europcar, which was acquired from Volkswagen AG by Eurazeo in 2006. In certain European countries, there are also other companies and brands with substantial market shares, including Sixt AG (operating the Sixt brand), Vanguard (operating both the National Car Rental and Alamo brands) in the United Kingdom and Germany, and through franchises in Spain, Italy and France, and Enterprise (operating the Enterprise brand) in the United Kingdom, Ireland and Germany. Europcar has acquired Vanguard’s European business and has entered into an agreement relating to a trans-Atlantic alliance with Vanguard. In every European country, there are also national, regional or other, smaller companies operating in the airport and off-airport rentals markets. Apart from Enterprise-branded operations, all of which Enterprise owns, the other major car rental brands are present in European car rental markets through a combination of company-operated and franchisee- or licensee-operated locations.

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Competition among car rental industry participants is intense and frequently takes the form of price competition. For the year ended December 31, 2006, based on publicly available information, we believe some U.S. car rental companies experienced transaction day growth and pricing increases compared to comparable prior periods. For the year ended December 31, 2006, we experienced a less than one percentage point volume decline versus the prior period in the United States, while pricing was up over three percentage points. The volume decline was the result of a reduction in fleet volume given significant fleet cost increases, higher leisure pricing for the period from March through May 2006 and the difficult comparison in the quarter ending December 31, 2006 due to the extraordinarily high volumes of post-hurricane rentals in the Gulf Coast and Florida areas in 2005. During the year ended December 31, 2006, we experienced low to mid single digit transaction day growth in our European operations and our car rental pricing was above the level of our pricing during the year ended December 31, 2005.

Our competitors, some of which may have access to substantial capital or which may benefit from lower operating costs, may seek to compete aggressively on the basis of pricing. To the extent that we match downward competitor pricing without reducing our operating costs, it could have an adverse impact on our results of operations. To the extent that we are not willing to match or remain within a reasonable competitive margin of our competitors’ pricing, it could also have an adverse impact on our results of operations, as we may lose market share. As a result of increased use of the Internet as a travel distribution channel, pricing transparency has increased. See “Item 1A—Risk Factors—Risks Related to Our Business—We face intense competition that may lead to downward pricing, or an inability to increase prices, which could have a material adverse impact on our results of operations.” We believe, however, that the prominence and service reputation of the Hertz brand and our extensive worldwide ownership of car rental operations provide us with a competitive advantage.

Equipment Rental

Operations

We, through HERC, operate an equipment rental business in the United States, Canada, France and Spain. On the basis of revenues, we believe HERC is the second largest equipment rental company in the United States and Canada combined and one of the largest general equipment rental companies in France and Spain. HERC has operated in the United States since 1965.

HERC’s principal business is the rental of equipment. HERC offers a broad range of equipment for rental; major categories include earthmoving equipment, material handling equipment, aerial and electrical equipment, air compressors, pumps, generators, small tools, compaction equipment and construction-related trucks.

HERC’s comprehensive line of equipment enables it to supply equipment to a wide variety of customers from local contractors to large industrial plants. The fact that many larger companies, particularly those with industrial plant operations, now require single source vendors, not only for equipment rental, but also for management of their total equipment needs fits well with HERC’s core competencies. Arrangements with such companies may include maintenance of the tools and equipment they own, supplies and rental tools for their labor force and custom management reports. HERC supports this through its dedicated in-plant operations, tool trailers and plant management systems.

As of December 31, 2006, HERC operated 362 equipment rental branches, of which 242 were in 40 states within the United States, 33 were in Canada, 79 were in France and 8 were in Spain. HERC generated same-store, year-over-year revenue growth for each of the last thirteen quarters. HERC’s rental locations generally are situated in industrial or commercial zones. A growing number of locations have highway or major thoroughfare visibility. The typical location is approximately three acres in size, though smaller in Europe, and includes a customer service center, an equipment service

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area and storage facilities for equipment. The branches are built or conform to the specifications of the HERC prototype branch, which stresses efficiency, safety and environmental compliance. Most branches have stand-alone maintenance and fueling facilities and showrooms.

HERC slightly contracted its network of equipment rental locations during the 2001 to 2003 downturn in construction activities. HERC added five new locations in the United States during 2004 and six during 2005. During the year ended December 31, 2006, HERC added ten U.S. locations and two new Canadian locations. We expect HERC to add approximately 15 to 20 additional locations in the United States and approximately three additional locations in Canada in 2007. In connection with its U.S. expansion, we expect HERC will incur non-fleet start-up costs of approximately $0.6 million per location and additional fleet acquisition costs over an initial twelve-month period of approximately $5.4 million per location.

Starting in 2004, HERC began to broaden its equipment line in the United States and Canada to include more equipment with an acquisition cost of under $10,000 per unit, ranging from air compressors and generators to small tools and accessories, in order to supply customers who are local contractors with a greater proportion of their overall equipment rental needs. As of December 31, 2006, these activities, referred to as “general rental activities,” were conducted at approximately 42% of HERC’s U.S. and Canadian rental locations. Before it begins to conduct general rental activities at a location, HERC typically renovates the location to make it more appealing to walk-in customers and adds staff and equipment in anticipation of subsequent demand.

HERC’s operations generated $1,672.6 million in revenues and $269.5 million in income before income taxes and minority interest during the year ended December 31, 2006.

Customers

HERC’s customers consist predominantly of commercial accounts and represent a wide variety of industries, such as construction, petrochemical, automobile manufacturing, railroad, power generation and shipbuilding. Serving a number of different industries enables HERC to reduce its dependence on a single or limited number of customers in the same business and somewhat reduces the seasonality of HERC’s revenues and its dependence on construction cycles. HERC primarily targets customers in medium to large metropolitan markets. For the year ended December 31, 2006, no customer of HERC accounted for more than 1.0% of HERC’s rental revenues. Of HERC’s combined U.S. and Canadian rental revenues for the year ended December 31, 2006, roughly half were derived from customers operating in the construction industry (the majority of which was in the nonresidential sector), while the remaining revenues were derived from rentals to industrial, governmental and other types of customers.

Unlike in our car rental business, where we enter into rental agreements with the people who will operate the cars being rented, HERC ordinarily enters into a rental agreement with the legal entity—typically a company, governmental body or other organization—seeking to rent HERC’s equipment. Moreover, unlike in our car rental business, where our cars are normally picked up and dropped off by customers at our rental locations, HERC delivers much of its rental equipment to its customers’ job sites and retrieves the equipment from the job sites when the rentals conclude. Finally, unlike in our car rental business, HERC extends credit terms to many of its customers to pay for rentals. Thus, for the year ended December 31, 2006, 95% of HERC’s revenues came from customers who were invoiced by HERC for rental charges, while 4% came from customers paying with third-party charge, credit or debit cards and 1% came from customers who paid with cash or used another method of payment. For the year ended December 31, 2006, HERC had a bad debt expense ratio of 0.3% of its revenues.

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Fleet

HERC acquires its equipment from a variety of manufacturers. The equipment is typically new at the time of acquisition and is not subject to any repurchase program. The per-unit acquisition cost of units of rental equipment in HERC’s fleet vary from over $200,000 to under $100. As of December 31, 2006, the average per-unit acquisition cost (excluding small equipment purchased for less than $5,000 per unit) for HERC’s fleet in the United States was approximately $35,000. As of December 31, 2006, the average age of HERC’s rental fleet in the United States was 26 months. We believe that this fleet is one of the youngest fleets in the industry. Having a younger fleet reduces maintenance expenses, which generally escalate as equipment ages. As of December 31, 2006, the average age of HERC’s international rental fleet was 31 months in Canada and 33 months in France and Spain, which we believe is roughly comparable to or younger than the average ages of the fleets of HERC’s principal competitors in those countries.

HERC disposes of its used equipment through a variety of channels, including private sales to customers and other third parties, sales to wholesalers, brokered sales and auctions. Ancillary to its rental business, HERC is also a dealer of certain brands of new equipment in the United States and Canada, and sells consumables such as gloves and hardhats at many of its rental locations.

Licensees

HERC licenses the Hertz name to equipment rental businesses in eight countries in Europe and the Middle East. The terms of those licenses are broadly similar to those we grant to our international car rental licensees.

Competition

HERC’s competitors in the equipment rental industry range from other large national companies to small regional and local businesses. In each of the four countries where HERC operates, the equipment rental industry is highly fragmented, with large numbers of companies operating on a regional or local scale. The number of industry participants operating on a national scale is, however, much smaller. HERC is one of the principal national-scale industry participants in each of the four countries where it operates. HERC’s operations in the United States represented approximately 76% of our worldwide equipment rental revenues during the year ended December 31, 2006. In the United States and Canada, the other top five national-scale industry participants are United Rentals, Inc., or “URI,” RSC Equipment Rental, Sunbelt Rentals, Home Depot Rentals and NES Rentals. A number of individual Caterpillar dealers also participate in the equipment rental market in the United States, Canada, France and Spain. In France, the other principal national-scale industry participants are Loxam, Kiloutou and Laho, while in Spain, the other principal national-scale industry participants are GAM and Euroloc.

Competition in the equipment rental industry is intense, and it often takes the form of price competition. HERC’s competitors, some of which may have access to substantial capital, may seek to compete aggressively on the basis of pricing. To the extent that HERC matches downward competitor pricing, it could have an adverse impact on our results of operations. To the extent that HERC is not willing to match competitor pricing, it could also have an adverse impact on our results of operations due to lower rental volume. From 2001 to 2003, the equipment rental industry experienced downward pricing, measured by the rental rates charged by rental companies. For the years ended December 31, 2004, 2005 and 2006, we believe industry pricing, measured in the same way, improved in the United States and Canada and only started to improve towards the end of 2005 in France and Spain. HERC also experienced higher equipment rental volumes worldwide for the years ended December 31, 2005 and 2006. We believe that HERC’s competitive success has been primarily the product of its 40 years of experience in the equipment rental industry, its systems and procedures

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for monitoring, controlling and developing its branch network, its capacity to maintain a comprehensive rental fleet, the quality of its sales force and its established national accounts program.

Other Operations

Our wholly owned subsidiary, Hertz Claim Management Corporation, or “HCM,” provides claim administration services to us and, to a lesser extent, to third parties. These services include investigating, evaluating, negotiating and disposing of a wide variety of claims, including third-party, first-party, bodily injury, property damage, general liability and product liability, but not the underwriting of risks. HCM conducts business at nine regional offices in the United States. Separate subsidiaries of ours conduct similar operations in nine countries in Europe.

Seasonality

Car rental and equipment rental are seasonal businesses, with decreased levels of business in the winter months and heightened activity during the spring and summer. To accommodate increased demand, we increase our available fleet and staff during the second and third quarters. As business demand declines, fleet and staff are decreased accordingly. However, certain operating expenses, including minimum concession fees, rent, insurance and administrative overhead, remain fixed and cannot be adjusted for seasonal demand. See “Item 1A—Risk Factors—Risks Related to Our Business—Our business is highly seasonal, and a disruption in rental activity during our peak season could materially adversely affect our results of operations.” The following tables set forth this seasonaleffect by providing quarterly revenues and operating income for each of the quarters in the year ended December 31, 2006.

Revenues	Operating Income
In Millions of Dollars	In Millions of Dollars

Employees

As of December 31, 2006, we employed approximately 31,500 persons, consisting of 22,200 persons in our U.S. operations and 9,300 persons in our international operations. Employee benefits in effect include group life insurance, hospitalization and surgical insurance, pension plans and a defined contribution plan. International employees are covered by a wide variety of union contracts and governmental regulations affecting, among other things, compensation, job retention rights and

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pensions. Labor contracts covering the terms of employment of approximately 7,400 employees in the United States (including those in U.S. territories) are presently in effect under 140 active contracts with local unions, affiliated primarily with the International Brotherhood of Teamsters and the International Association of Machinists. Labor contracts covering approximately 2,300 of these employees will expire during 2007. We have had no material work stoppage as a result of labor problems during the last ten years, and we believe our labor relations to be good. Nonetheless, we may be unable to negotiate new labor contracts on terms advantageous to us, or without labor interruptions.

In addition to the employees referred to above, we employ a substantial number of temporary workers, and engage outside services, as is customary in the industry, principally for the non-revenue movement of rental cars and equipment between rental locations and the movement of rental equipment to and from customers’ job sites.

As part of our effort to implement our strategy of reducing operating costs, we are evaluating our workforce and operations and making adjustments, including headcount reductions and process improvements to optimize work flow at rental locations and maintenance facilities as well as streamlining our back-office operations, that we believe are necessary and appropriate.

On January 5, 2007 and February 28, 2007, we announced job reductions affecting a total of approximately 1,550 employees primarily in our U.S. car rental operations, with much smaller reductions occurring in U.S. equipment rental operations, the corporate headquarters in Park Ridge, New Jersey, and the U.S. service center in Oklahoma City, as well as in Canada, Puerto Rico, Brazil, Australia and New Zealand.

Risk Management

Three types of generally insurable risks arise in our operations:

·  legal liability arising from the operation of our cars and on-road equipment (vehicle liability);

·  legal liability to members of the public and employees from other causes (general liability/workers’ compensation); and

·  risk of property damage and/or business interruption and/or increased cost of working as a consequence of property damage.

In addition, we offer optional liability insurance and other products providing insurance coverage, which create additional risk exposures for us. Our risk of property damage is also increased when we waive the provisions in our rental contracts that hold a renter responsible for damage or loss under an optional loss or damage waiver that we offer. We bear these and other risks, except to the extent the risks are transferred through insurance or contracts.

In many cases we self-insure our risks or reinsure risks through wholly owned insurance subsidiaries. We mitigate our exposure to large liability losses by maintaining excess insurance coverage, subject to deductibles and caps, through unaffiliated carriers with respect to our domestic operations and our car rental operations in Europe. For our international operations outside Europe and for HERC’s operations in Europe, we maintain some liability insurance coverage with unaffiliated carriers. We also maintain property insurance through our captive insurer, Probus Insurance Company Europe Limited, or “Probus” (with the risk reinsured with unaffiliated insurance carriers) domestically and in Europe, subject to deductibles.

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Third-Party Liability

In our domestic operations, we are required by applicable financial responsibility laws to maintain insurance against legal liability for bodily injury (including death) or property damage to third parties arising from the operation of our cars and on-road equipment, sometimes called “vehicle liability,” in stipulated amounts. In most places, we satisfy those requirements by qualifying as a self-insurer, a process that typically involves governmental filings and demonstration of financial responsibility, which sometimes requires the posting of a bond or other security. In the remaining places, we obtain an insurance policy from an unaffiliated insurance carrier and indemnify the carrier for any amounts paid under the policy. As a result of such arrangements, we bear economic responsibility for domestic vehicle liability, except to the extent we successfully transfer such liability to others through insurance or contractual arrangements.

For our car rental operations in Europe, we have established two wholly owned insurance subsidiaries, Probus, a direct writer of insurance domiciled in Ireland, and Hertz International RE Limited, or “HIRE,” a reinsurer organized in Ireland. In European countries with company-operated locations, we purchase from Probus the vehicle liability insurance required by law, and Probus reinsures the risks under such insurance with HIRE. Effective January 1, 2007 reinsurance is provided by another subsidiary of ours. Thus, as with our domestic operations, we bear economic responsibility for vehicle liability in our European car rental operations, except to the extent that we transfer such liability to others through insurance or contractual arrangements. For our international operations outside Europe and for HERC’s operations in Europe, we maintain some form of vehicle liability insurance coverage. The nature of such coverage, and our economic responsibility for covered losses, varies considerably. In all cases, though, we believe the amounts and nature of the coverage we obtain is adequate in light of the respective potential hazards.

Both domestically and in our international operations, from time to time in the course of our business we become legally responsible to members of the public for bodily injury (including death) or property damage arising from causes other than the operation of our cars and on-road equipment, sometimes known as “general liability.” As with vehicle liability, we bear economic responsibility for general liability losses, except to the extent we transfer such losses to others through insurance or contractual arrangements.

To mitigate our exposure to large vehicle and general liability losses domestically and in our car rental operations in Europe, we maintain excess insurance coverage with unaffiliated insurance carriers against such losses to the extent they exceed $10 million per occurrence (for occurrences in Europe before December 15, 2003, to the extent such losses exceeded $5 million per occurrence). The coverage provided under such excess insurance policies is limited to $100 million for the current policy year, which began on December 21, 2006 and ends on December 21, 2007 (for occurrences between December 15, 2005 and December 20, 2005, the limit is $235 million; between December 15, 2004 and December 14, 2005, $185 million; between December 15, 2003 and December 14, 2004, $150 million; and between December 15, 2002 and December 14, 2003, $675 million). For our international operations outside Europe and for HERC’s operations in Europe, we also maintain liability insurance coverage with unaffiliated carriers in such amounts as we deem adequate in light of the respective potential hazards, where such insurance is obtainable on commercially reasonable terms.

Our domestic rental contracts, both for car rental and for equipment rental, typically provide that the renter will indemnify us for liability arising from the operation of the rented vehicle or equipment (for car rentals in certain places, though, only to the extent such liability exceeds the amount stipulated in the applicable financial responsibility law). In addition, many of HERC’s domestic rental contracts require the renter to maintain liability insurance under which HERC is entitled to coverage. While such provisions are sometimes effective to transfer liability to renters, their value to us, particularly in cases of large losses, may be limited. The rental contracts used in our international operations sometimes

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contain provisions relating to insurance or indemnity, but they are typically more limited than those employed in our domestic operations.

In our domestic car rental operations, we offer an optional liability insurance product, Liability Insurance Supplement, or “LIS,” that provides vehicle liability insurance coverage substantially higher than state minimum levels to the renter and other authorized operators of a rented vehicle. LIS coverage is provided under excess liability insurance policies issued by an unaffiliated insurance carrier, the risks under which are reinsured with a subsidiary of ours. As a consequence of those reinsurance arrangements, rental customers’ purchases of LIS do not reduce our economic exposure to vehicle liability. Instead, our exposure to vehicle liability is potentially increased when LIS is purchased, because insured renters and other operators may have vehicle liability imposed on them in circumstances and in amounts where the applicable rental agreement or applicable law would not, absent the arrangements just described, impose vehicle liability on us.

In both our domestic car rental operations and our company-operated international car rental operations in many countries, we offer an optional product or products providing insurance coverage, or “PAI/PEC” coverage, to the renter and the renter’s immediate family members traveling with the renter for accidental death or accidental medical expenses arising during the rental period or for damage or loss of their property during the rental period. PAI/PEC coverage is provided under insurance policies issued by unaffiliated carriers or, in some parts of Europe, by Probus, and the risks under such policies either are reinsured with HIRE or another subsidiary of ours or are the subject of indemnification arrangements between us and the carriers. Rental customers’ purchases of PAI/PEC coverage create additional risk exposures for us, since we would not typically be liable for the risks insured by PAI/PEC coverage if that coverage had not been purchased.

Our offering of LIS and PAI/PEC coverage in our domestic car rental operations is conducted pursuant to limited licenses or exemptions under state laws governing the licensing of insurance producers. In our international car rental operations, our offering of PAI/PEC coverage historically has not been regulated; however, in the countries of the European Union, the regulatory environment for insurance intermediaries is rapidly evolving, and we cannot assure you either that we will be able to continue offering PAI/PEC coverage without substantial changes in its offering process or in the terms of the coverage or that such changes, if required, would not render uneconomic our continued offering of the coverage. Due to a change in law in Australia, we have discontinued the sales of insurance products there.

Provisions on our books for self-insured vehicle liability losses are made by charges to expense based upon evaluations of estimated ultimate liabilities on reported and unreported claims. As of December 31, 2006, this liability was estimated at $327.0 million for our combined domestic and international operations.

Damage to Our Property

We bear the risk of damage to our property, unless such risk is transferred through insurance or contractual arrangements.

To mitigate our risk of large, single-site property damage losses domestically and in Europe, we maintain property insurance through our captive insurer, Probus (with the risk reinsured with unaffiliated insurance carriers), generally with a per-occurrence deductible of $3.0 million ($10 million effective April 30, 2006 in the United States) and $2.5 million in respect of vehicle damage, and $50,000 in respect of all other losses, in Europe. For our international operations outside Europe, we also maintain property insurance coverage with unaffiliated carriers in such amounts as we deem adequate in light of the respective hazards, where such insurance is available on commercially reasonable terms.

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Our rental contracts typically provide that the renter is responsible for damage to or loss (including loss through theft) of rented vehicles or equipment. We generally offer an optional rental product, known in various countries as “loss damage waiver,” “collision damage waiver,” “theft protection” or “accident excess reduction,” under which we waive or limit our right to make a claim for such damage or loss. This product is not regulated as insurance, but it is subject to specific laws in roughly half of the U.S. jurisdictions where we operate.

Collision damage costs and the costs of stolen or unaccounted-for vehicles and equipment, along with other damage to our property, are charged to expense as incurred.

Other Risks

To manage other risks associated with our businesses, or to comply with applicable law, we purchase other types of insurance carried by business organizations, such as worker’s compensation and employer’s liability (for which we, through contracts with insurers domestically, bear the risk of the first $5 million of loss from any occurrence), commercial crime and fidelity, performance bonds and directors’ and officers’ liability insurance, from unaffiliated insurance companies in amounts deemed by us to be adequate in light of the respective hazards, where such coverage is obtainable on commercially reasonable terms.

Governmental Regulation and Environmental Matters

Throughout the world, we are subject to numerous types of governmental controls, including those relating to prices and advertising, privacy and data protection, currency controls, labor matters, charge card operations, insurance, environmental protection, used car sales and licensing.

Environmental

The environmental requirements applicable to our operations generally pertain to (i) the operation and maintenance of cars, trucks and other vehicles, such as heavy equipment, buses and vans; (ii) the ownership and operation of tanks for the storage of petroleum products, including gasoline, diesel fuel and oil; and (iii) the generation, storage, transportation and disposal of waste materials, including oil, vehicle wash sludge and waste water. We have made, and will continue to make, expenditures to comply with applicable environmental laws and regulations.

The use of cars and other vehicles is subject to various governmental requirements designed to limit environmental damage, including those caused by emissions and noise. Generally, these requirements are met by the manufacturer, except in the case of occasional equipment failure requiring repair by us. Measures are taken at certain locations in states that require the installation of Stage II Vapor Recovery equipment to reduce the loss of vapor during the fueling process.

We utilize tanks worldwide, approximately 490 of which are underground and 1,840 of which are aboveground, to store petroleum products, and we believe our tanks are maintained in material compliance with environmental regulations, including federal and state financial responsibility requirements for corrective action and third-party claims due to releases. Our compliance program for our tanks is intended to ensure that (i) the tanks are properly registered with the state or other jurisdiction in which the tanks are located and (ii) the tanks have been either replaced or upgraded to meet applicable leak detection and spill, overfill and corrosion protection requirements.

We are also incurring and providing for expenses for the investigation and cleanup of contamination from the discharge of petroleum substances at, or emanating from, currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. The amount of any such expenses or related natural resource damages for which we may be held responsible could be substantial. The probable losses that we expect to incur for such matters have been accrued, and those losses are reflected in our consolidated financial statements.

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As of December 31, 2006 and December 31, 2005, the aggregate amounts accrued for environmental liabilities reflected in our consolidated balance sheet in “Other accrued liabilities” were $3.7 million and $3.9 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including ongoing maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the site. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the nature of the contamination, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

With respect to cleanup expenditures for the discharge of petroleum substances at, or emanating from, currently and formerly owned or leased properties, we have received reimbursement, in whole or in part, from certain U.S. states that maintain underground storage tank petroleum cleanup reimbursement funds. Such funds have been established to assist tank owners in the payment of cleanup costs associated with releases from registered tanks. With respect to off-site U.S. locations at which our wastes have reportedly been identified, we have been and continue to be required to contribute to cleanup costs due to strict joint and several cleanup liability imposed by the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and comparable state superfund statutes.

Environmental legislation and regulations and related administrative policies have changed rapidly in recent years, both in the United States and in other countries. There is a risk that governmental environmental requirements, or enforcement thereof, may become more stringent in the future and that we may be subject to legal proceedings brought by government agencies or private parties with respect to environmental matters. In addition, with respect to cleanup of contamination, additional locations at which wastes generated by us or substances used by us may have been released or disposed, and of which we are currently unaware, may in the future become the subject of cleanup for which we may be liable, in whole or part. Further, at airport-leased properties, we may be subject to environmental requirements imposed by airports that are more restrictive than those obligations imposed by environmental regulatory agencies. Accordingly, while we believe that we are in substantial compliance with applicable requirements of environmental laws, we cannot offer assurance that our future environmental liabilities will not be material to our consolidated financial position, results of operations or cash flows.

Dealings with Renters

In the United States, car and equipment rental transactions are generally subject to Article 2A of the Uniform Commercial Code, which governs “leases” of tangible personal property. Car rental is also specifically regulated in more than half of the states of the United States. The subjects of state regulation include the methods by which we advertise, quote and charge prices, the consequences of failing to honor reservations, the terms on which we deal with vehicle loss or damage (including the protections we provide to renters purchasing loss or damage waivers) and the terms and method of sale of the optional insurance coverage that we offer. Some states (including California, New York, Nevada and Illinois) regulate the price at which we may sell loss or damage waivers, and many state insurance regulators have authority over the prices and terms of the optional insurance coverage we offer. See “—Risk Management” above for further discussion regarding the loss or damage waivers and optional insurance coverages that we offer renters. Internationally, regulatory regimes vary greatly by jurisdiction, but they do not generally prevent us from dealing with customers in a manner similar to that employed in the United States.

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Both in the United States and internationally, we are subject to increasing regulation relating to customer privacy and data protection. In general, we are limited in the uses to which we may put data that we collect about renters, including the circumstances in which we may communicate with them. In addition, we are generally obligated to take reasonable steps to protect customer data while it is in our possession. Our failure to do so could subject us to substantial legal liability or seriously damage our reputation.

Changes in Regulation

Changes in government regulation of our business have the potential to alter our business practices, or our profitability, materially. Depending on the jurisdiction, those changes may come about through new legislation, the issuance of new regulations or changes in the interpretation of existing laws and regulations by a court, regulatory body or governmental official. Sometimes those changes may have not just prospective but also retroactive effect; this is particularly true when a change is made through reinterpretation of laws or regulations that have been in effect for some time. Moreover, changes in regulation that may seem neutral on their face may have either more or less impact on us than on our competitors, depending on the circumstances. Recent or potential changes in law or regulation that affect us relate to insurance intermediaries, customer privacy and data security and rate regulation, each as described under “Item 1A—Risk Factors—Risks Related to Our Business—Changes in the U.S. and foreign legal and regulatory environment that impact our operations, including laws and regulations relating to the insurance products we sell, customer privacy, data security, insurance rates and expenses we pass through to customers by means of separate charges, could disrupt our business, increase our expenses or otherwise could have a material adverse effect on our results of operations.”

In addition, our operations, as well as those of our competitors, also could be affected by any limitation in the fuel supply or by any imposition of mandatory allocation or rationing regulations. We are not aware of any current proposal to impose such a regime in the United States or internationally. Such a regime could, however, be quickly imposed if there were a serious disruption in supply for any reason, including an act of war, terrorist incident or other problem affecting petroleum supply, refining, distribution or pricing.

Relationship with Ford

Prior to the Acquisition, Ford, through its wholly owned subsidiary Ford Holdings, was Hertz’s only stockholder. As a result of the Acquisition, Hertz Holdings indirectly owns all of Hertz’s outstanding common stock. As a result of our initial public offering, investment funds associated with or designated by the Sponsors currently own approximately 72% of Hertz Holdings’ outstanding common stock.

Set forth below are descriptions of certain agreements, relationships and transactions between Hertz and Ford that survived the completion of the Acquisition.

Supply and Advertising Arrangements

On July 5, 2005, Hertz, one of its wholly owned subsidiaries and Ford signed a Master Supply and Advertising Agreement, effective July 5, 2005 and expiring August 31, 2010, that covers the 2005 through 2010 vehicle model years.

The terms of the Master Supply and Advertising Agreement only apply to our fleet requirements and advertising in the United States and to Ford, Lincoln or Mercury brand vehicles, or “Ford Vehicles.” Under the Master Supply and Advertising Agreement, Ford has agreed to supply to us and we have agreed to purchase from Ford, during each of the 2005 through 2010 vehicle model years, a specific number of Ford Vehicles. Ford has also agreed in the Master Supply and Advertising Agreement to pay us a contribution toward the cost of our advertising of Ford Vehicles equal to one-half of our total expenditure on such advertising, up to a specified maximum amount. To be eligible for advertising

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cost contribution under the Master Supply and Advertising Agreement, the advertising must meet certain conditions, including the condition that we feature Ford Vehicles in a manner and with a prominence that is reasonably satisfactory to Ford. It further provides that the amounts Ford will be obligated to pay to us for our advertising costs will be increased or reduced according to the number of Ford Vehicles acquired by us in any model year, provided Ford will not be required to pay any amount for our advertising costs for any year if the number of Ford Vehicles acquired by us in the corresponding model year is less than a specified minimum except to the extent that our failure to acquire the specified minimum number of Ford Vehicles is attributable to the availability of Ford Vehicles or Ford vehicle production is disrupted for reasons beyond the control of Ford. To the extent we acquire less than a specified minimum number of Ford Vehicles in any model year, we have agreed to pay Ford a specified amount per vehicle below the minimum.

The advertising contributions paid by Ford for the 2006 vehicle model year were slightly higher than the advertising contributions we received from Ford for the 2005 model year due to an increase in the number of Ford Vehicles acquired and an increase in the per car contribution. We expect that contributions in future years will be below levels for the 2006 model year based upon anticipated reductions in the number of Ford Vehicles to be acquired. We do not expect that the reductions in Ford’s advertising contributions will have a material adverse effect on our results of operations.

Under the terms of the Master Supply and Advertising Agreement, we are able to enter into vehicle advertising and supply agreements with other automobile manufacturers in the United States and in other countries, and we intend to explore those opportunities. However, we cannot offer assurance that we will be able to obtain advertising contributions from other automobile manufacturers that will mitigate reductions in Ford’s advertising contributions.

Ford subsidiaries and affiliates also supply other brands of cars, including Jaguar, Volvo, Mazda and Land Rover cars, to us in the United States under arrangements separate from the Master Supply and Advertising Agreement. In addition, Ford and its subsidiaries and affiliates are significant suppliers of cars to our international operations.

Other Relationships and Transactions

We and Ford also engage in other transactions in the ordinary course of our respective businesses. These transactions include HERC’s providing equipment rental services to Ford, our providing insurance and insurance claim management services to Ford and our providing car rental services to Ford. In addition, Ford subsidiaries are our car rental licensees in Scandinavia and Finland.

We may be exposed to liabilities for regulatory or tax contingencies of Ford arising from the period during which we were a consolidated subsidiary of Ford. While Ford has agreed to indemnify us for certain liabilities pursuant to the arrangements relating to our separation from Ford, we cannot offer assurance that any payments in respect of these indemnification arrangements will be made available.

Available Information

We file annual and quarterly reports and other information with the United States Securities and Exchange Commission, or the “SEC.” You may read and copy any documents that we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. In addition, the SEC maintains an Internet website (www.sec.gov) that contains reports and other information about issuers that file electronically with the SEC, including Hertz Holdings. You may also access, free of charge, our reports filed with the SEC (for example, our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K and any amendments to those forms) indirectly through our Internet website (www.hertz.com). Reports filed with or furnished to the SEC will be available as soon as reasonably practicable after they are filed with or furnished to the SEC. The information found on our website is not part of this or any other report filed with or furnished to the SEC.

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ITEM 1A. RISK FACTORS

Our business is subject to a number of important risks and uncertainties, some of which are described below. The risks described below, however, are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Our Business

An economic downturn could result in a decline in business and leisure travel and non-residential capital investment, which could harm our business.

Our results of operations are affected by many economic factors, including the level of economic activity in the markets in which we operate. A decline in economic activity either in the United States or in international markets may have a material adverse effect on our business. In the car rental business, a decline in economic activity typically results in a decline in both business and leisure travel and, accordingly, a decline in the volume of car rental transactions. In the equipment rental business, a decline in economic activity typically results in a decline in activity in non-residential construction and other businesses in which our equipment rental customers operate and, therefore, results in a decline in the volume of equipment rental transactions. In the case of a decline in car or equipment rental activity, we may reduce rental rates to meet competitive pressures, which could have a material adverse effect on our results of operations. A decline in economic activity also may have a material adverse effect on residual values realized on the disposition of our revenue earning cars and/or equipment.

We face intense competition that may lead to downward pricing, or an inability to increase prices, which could have a material adverse impact on our results of operations.

The markets in which we operate are highly competitive. See “Item 1—Business—Worldwide Car Rental—Competition” and “Item 1—Business—Equipment Rental—Competition.” We believe that price is one of the primary competitive factors in the car and equipment rental markets. Our competitors, some of whom may have access to substantial capital, may seek to compete aggressively on the basis of pricing. To the extent that we match competitors’ downward pricing, it could have a material adverse impact on our results of operations. To the extent that we do not match or remain within a reasonable competitive distance from our competitors’ pricing, it could also have a material adverse impact on our results of operations, as we may lose rental volume. The Internet has increased pricing transparency among car rental companies by enabling cost-conscious customers, including business travelers, to more easily obtain the lowest rates available from car rental companies for any given trip. This transparency may increase the prevalence and intensity of price competition in the future.

Our car rental business is dependent on the air travel industry, and disruptions in air travel patterns could harm our business.

We estimate that approximately 72% of our worldwide car rental revenues during the year ended December 31, 2006 were generated at our airport rental locations. Significant capacity reductions or airfare increases (e.g., due to an increase in fuel costs) could result in reduced air travel and have a material adverse effect on our results of operations. In addition, any event that disrupts or reduces business or leisure air travel could have a material adverse effect on our results of operations. In particular, many U.S. airlines have experienced economic distress in recent years. Any further deterioration in the economic condition of U.S. and international airlines could exacerbate reductions in air travel. Other events that impact air travel could include work stoppages, military conflicts, terrorist incidents, natural disasters, epidemic diseases, or the response of governments to any of

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these events. For example, shortly before the September 11, 2001 terrorist attacks, we estimated that we would earn a pre-tax profit of approximately $250 million in 2001; by contrast, our actual pre-tax profit for 2001 was only approximately $3 million, and we continued to feel the adverse effects of the attacks well into the following year. On a smaller scale, the 2003 outbreak of Severe Acute Respiratory Syndrome, or “SARS,” in the Toronto, Canada area and parts of Asia, significantly reduced our 2003 results of operations in Canada.

Our business is highly seasonal, and a disruption in rental activity during our peak season could materially adversely affect our results of operations.

Certain significant components of our expenses, including real estate taxes, rent, utilities, maintenance and other facility-related expenses, the costs of operating our information systems and minimum staffing costs, are fixed in the short-run. Seasonal changes in our revenues do not alter those fixed expenses, typically resulting in higher profitability in periods when our revenues are higher and lower profitability in periods when our revenues are lower. The second and third quarters of the year have historically been our strongest quarters due to their increased levels of leisure travel and construction activity. In 2006, the second and third quarters accounted for approximately 25% and 28% of total revenues and 29% and 82% of income before income taxes and minority interest, respectively. Any occurrence that disrupts rental activity during the second or third quarters could have a disproportionately material adverse effect on our liquidity and/or results of operations. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

We may not be successful in our business strategy to expand into the off-airport rental market, including marketing to replacement renters and insurance companies that reimburse or pay for such rentals.

We have been increasing our presence in the off-airport car rental market in the United States. We currently intend to pursue profitable growth opportunities in the off-airport market. We may do this through a combination of selected new location openings, a disciplined evaluation of existing locations and the pursuit of same-store sales growth. In order to increase revenues at our existing and any new off-airport locations, we will need to successfully market to insurance companies and other companies that provide rental referrals to those needing cars while their vehicles are being repaired or are temporarily unavailable for other reasons, as well as to the renters themselves. This could involve a significant number of additional off-airport locations or strategic changes with respect to our existing locations. We incur minimal non-fleet costs in opening our new off-airport locations, but new off-airport locations, once opened, take time to generate their full potential revenues. As a result, revenues at new locations do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operation. See “Item 1—Business—Worldwide Car Rental—Operations.” The results of this strategy and the success of our implementation of this strategy will not be known for a number of years. If we are unable to grow profitably in our off-airport network, properly react to changes in market conditions or successfully market to replacement renters and the insurance companies covering the cost of their rentals, our financial condition, results of operations and cash flows could be materially adversely affected.

We face risks of increased costs of cars and of decreased profitability, including as a result of limited supplies of competitively priced cars.

We believe we are one of the largest private sector purchasers of new cars in the world for our rental fleet, and during the year ended December 31, 2006, our approximate average holding period for a rental car was ten months in the United States and nine months in our international car rental operations. In recent years, the average cost of new cars has increased. In the United States, increases of approximately 17% in monthly per-car depreciation costs for 2006 model year program

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cars began to adversely affect our results of operations in the fourth quarter of 2005, as those cars began to enter our fleet. On a comparable basis, we expect 2007 model year program vehicle depreciation costs to rise approximately 20% and per-car depreciation costs for 2007 model year U.S. risk cars to decline slightly. As a consequence of those changes in per-car costs, as well as the larger proportion of our U.S. fleet we expect to purchase as risk cars and other actions we expect to take to mitigate program car cost increases, we expect our net per-car depreciation costs for 2007 model year cars in the United States will increase by approximately 5% from our net per-car depreciation costs for 2006 model year U.S. cars. We began to experience the impact of those cost changes and mitigation actions in the fourth quarter of 2006, as substantial numbers of 2007 model year cars began to enter our U.S. rental fleet. We may not be able to offset these car cost increases to a degree sufficient to maintain our profitability.

Historically, we have purchased more of the cars we rent from Ford than from any other automobile manufacturer. Over the five years ended December 31, 2006, approximately 47% of the cars acquired by us for our U.S. car rental fleet, and approximately 32% of the cars acquired by us for our international fleet, were manufactured by Ford and its subsidiaries. During the year ended December 31, 2006, approximately 40% of the cars acquired by us domestically were manufactured by Ford and its subsidiaries and approximately 30% of the cars acquired by us for our international fleet were manufactured by Ford and its subsidiaries, which represented the largest percentage of any automobile manufacturer during that period. Under our Master Supply and Advertising Agreement with Ford, Ford has agreed to develop fleet offerings in the United States that are generally competitive with terms and conditions of similar offerings by other automobile manufacturers. The Master Supply and Advertising Agreement expires in 2010. See “Item 1—Business—Relationship with Ford—Supply and Advertising Arrangements.” We cannot assure you that we will be able to extend the Master Supply and Advertising Agreement beyond its current term or enter into similar agreements at reasonable terms. In the future, we expect to buy a smaller proportion of our car rental fleet from Ford than we have in the past. If Ford does not offer us competitive terms and conditions, and we are not able to purchase sufficient quantities of cars from other automobile manufacturers on competitive terms and conditions, then we may be forced to purchase cars at higher prices, or on terms less competitive, than for cars purchased by our competitors. Historically, we have also purchased a significant percentage of our car rental fleet from General Motors. Over the five years ended December 31, 2006, approximately 19% of the cars acquired by us for our U.S. car rental fleet, and approximately 15% of the cars acquired by us for our international fleet, were manufactured by General Motors. During the year ended December 31, 2006, approximately 17% of the cars acquired by our U.S. car rental fleet, and approximately 13% of the cars acquired by us for our international fleet, were manufactured by General Motors.

To date we have not entered into any long-term car supply arrangements with manufacturers other than Ford. In addition, certain car manufacturers, including Ford, have adopted strategies to de-emphasize sales to the car rental industry which they view as less profitable due to historical sales incentive and other discount programs that tended to lower the average cost of cars for fleet purchasers such as us. Reduced or limited supplies of equipment together with increased prices are risks that we also face in our equipment rental business. We cannot offer assurance that we will be able to pass on increased costs of cars or equipment to our rental customers. Failure to pass on significant cost increases to our customers would have a material adverse impact on our results of operations and financial condition.

We face risks related to decreased acquisition or disposition of cars through repurchase and guaranteed depreciation programs.

For the year ended December 31, 2006, approximately 64% of the cars purchased in our combined U.S. and international car rental fleet were subject to repurchase by car manufacturers under

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contractual repurchase or guaranteed depreciation programs. Under these programs, car manufacturers agree to repurchase cars at a specified price or guarantee the depreciation rate on the cars during a specified time period, typically subject to certain car condition and mileage requirements. These repurchase and guaranteed depreciation programs limit the risk to us that the market value of a car at the time of its disposition will be less than its estimated residual value at such time. We refer to this risk as “residual risk.” For this reason, cars purchased by car rental companies under repurchase and guaranteed depreciation programs are sometimes referred to by industry participants as “program” cars. Conversely, those cars not purchased under repurchase or guaranteed depreciation programs for which the car rental company is exposed to residual risk are sometimes referred to as “risk” cars.

Repurchase and guaranteed depreciation programs enable us to determine our depreciation expense in advance. This predictability is useful to us, since depreciation is a significant cost factor in our operations. Repurchase and guaranteed depreciation programs are also useful in managing our seasonal peak demand for fleet, because some of them permit us to acquire cars and dispose of them after relatively short periods of time. A trade-off we face when we purchase program cars is that we typically pay the manufacturer of a program car more than we would pay to buy the same car as a risk car. Program cars thus involve a larger initial investment than their risk counterparts. If a program car is damaged or otherwise becomes ineligible for return or sale under the relevant program, our loss upon the disposition of the car will be larger than if the car had been a risk car, because our initial investment in the car was larger.

We expect the percentage of our car rental fleet subject to repurchase or guaranteed depreciation programs to decrease substantially due primarily to changes in the terms offered by automobile manufacturers under repurchase programs. Accordingly, we expect to bear increased risk relating to the residual market value and the related depreciation on our car rental fleet and to use different rotational techniques to accommodate our seasonal peak demand for cars.

Repurchase and guaranteed depreciation programs generally provide us with flexibility to reduce the size of our fleet by returning cars sooner than originally expected without risk of loss in the event of an economic downturn or to respond to changes in rental demand. This flexibility will be reduced as the percentage of program cars in our car rental fleet decreases materially. See “Item 1—Business—Worldwide Car Rental—Fleet” and “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview.”

In the future, car manufacturers could modify or eliminate their repurchase or guaranteed depreciation programs or change their return policies (which include condition, mileage and holding period requirements for returned cars) from one program year to another to make it disadvantageous to acquire certain cars. Any such modification or elimination would increase our exposure to the risks described in the preceding paragraphs. In addition, because we obtain a substantial portion of our financing in reliance on repurchase and guaranteed depreciation programs, the modification or elimination of those programs, or the associated return policies, by manufacturers or significant adverse changes in the financial condition of manufacturers could make needed vehicle-related debt financing significantly more difficult to obtain on reasonable terms. See “—Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control.”

We could be harmed by a decline in the results of operations or financial condition of the manufacturers of our cars, particularly if they are unable, or reject their obligations, to repurchase program cars from us or to guarantee the depreciation of program cars.

In 2005 and 2006, Ford and General Motors, which are the principal suppliers of cars to us on both a program and risk basis, have experienced deterioration in their operating results and significant

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declines in their credit ratings. A severe or persistent decline in the results of operations or financial condition of a manufacturer of cars that we own could reduce the cars’ residual values, particularly to the extent that the manufacturer unexpectedly announced the eventual elimination of its models or nameplates or ceased manufacturing them altogether. Such a reduction could cause us to sustain a loss on the ultimate sale of risk cars, on which we bear the risk of such declines in residual value, or require us to depreciate those cars on a more rapid basis while we own them.

In addition, if a decline in results or conditions were so severe as to cause a manufacturer to default on an obligation to repurchase or guarantee the depreciation of program cars we own, or to cause a manufacturer to commence bankruptcy reorganization proceedings, and reject its repurchase or guaranteed depreciation obligations, we would have to dispose of those program cars without the benefits of the associated programs. This could significantly increase our expenses. In addition, disposing of program cars following a manufacturer default or rejection of the program in bankruptcy could result in losses similar to those associated with the disposition of cars that have become ineligible for return or sale under the applicable program. Such losses could be material if a large number of program cars were affected. For example, we estimate that if Ford Motor Company, but not its subsidiaries, were to file for bankruptcy reorganization and reject all its commitments to repurchase program cars from us, we would sustain material losses, which could be as high as over one hundred million dollars, upon disposition of those cars. A reduction in the number of program cars that we buy would reduce the magnitude of this exposure, but it would simultaneously increase our exposure to residual value risk. See “—We face risks related to decreased acquisition or disposition of cars through repurchase and guaranteed depreciation programs.”

Any default or reorganization of a manufacturer that has sold us program cars might also leave us with a substantial unpaid claim against the manufacturer with respect to program cars that were sold and returned to the car manufacturer but not paid for, or that were sold for less than their agreed repurchase price or guaranteed value. For the year ended December 31, 2006, outstanding month-end receivables for cars sold to manufacturers were as much as $805 million, with the highest amount for a single manufacturer being $204 million owed by Ford. A decline in the economic and business prospects of car manufacturers, including any economic distress impacting the suppliers of car components to manufacturers, could also cause manufacturers to raise the prices we pay for cars or reduce their supply to us. In addition, events negatively affecting the car manufacturers could affect how much we may borrow under our asset-backed financing. See “—Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control.”

We may not be successful in implementing our strategy of reducing operating costs and our cost reduction initiatives may have other adverse consequences.

We are implementing initiatives to reduce our operating expenses. These initiatives include headcount reductions, as well as other expense controls. We cannot assure you that we will be able to implement our cost reduction initiatives successfully, or at all. Even if we are successful in our cost reduction initiatives, we may face other risks associated with our plans, including declines in employee morale or the level of customer service we provide. Any of these risks could materialize and therefore may have a material adverse impact on our results of operations, financial condition and cash flows.

Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control.

We rely significantly on asset-backed financing to purchase cars for our domestic and international car rental fleets. In connection with the Acquisition, a bankruptcy-remote special purpose entity wholly owned by us issued approximately $4,300 million of new debt (plus an additional $1,500 million in the form of variable funding notes issued but not funded at the closing of the Acquisition) backed by our U.S. car rental fleet under our U.S. asset-backed securities program, or our “ABS Program.” In

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addition, we issued $600 million of medium term notes backed by our U.S. car rental fleet prior to the Acquisition, or the “pre-Acquisition ABS Notes,” all of which remain outstanding. As part of the Acquisition, various of our non-U.S. subsidiaries and certain special purpose entities issued approximately $1,781 million of debt under loan facilities secured by rental vehicles and related assets of certain of our subsidiaries (all of which are organized outside the United States) or by rental equipment and related assets of certain of our subsidiaries organized outside North America, as well as (subject to certain limited exceptions) substantially all our other assets outside North America. The asset-backed debt issued in connection with the Transactions has expected final payment dates ranging from 2008 to 2010 and the pre-Acquisition ABS Notes have expected final payment dates ranging from 2007 to 2009. Based upon these repayment dates, this debt will need to be refinanced within five years from the date of the closing of the Transactions. Consequently, if our access to asset-backed financing were reduced or were to become significantly more expensive for any reason, we cannot assure you that we would be able to refinance or replace our existing asset-backed financing or continue to finance new car acquisitions through asset-backed financing on favorable terms, or at all. Our asset-backed financing capacity could be decreased, or financing costs and interest rates could be increased, as a result of risks and contingencies, many of which are beyond our control, including, without limitation:

·rating agencies that provide credit ratings for our asset-backed indebtedness, third-party credit enhancers that insure our asset-backed indebtedness or other third parties requiring changes in the terms and structure of our asset-backed financing, including increased credit enhancement (i) in connection with the incurrence of additional or refinancing of existing asset-backed debt, (ii) upon the occurrence of external events, such as changes in general economic and market conditions or further deterioration in the credit ratings of our principal car manufacturers, including Ford and General Motors, or (iii) or otherwise;

·the terms and availability of third-party credit enhancement at the time of the incurrence of additional or refinancing of existing asset-backed debt;

·the insolvency or deterioration of the financial condition of one or more of the third-party credit enhancers that insure our asset-backed indebtedness;

·the occurrence of certain events that, under the agreements governing our asset-backed financing, could result, among other things, in (i) an amortization event pursuant to which payments of principal and interest on the affected series of asset-backed notes may be accelerated, or (ii) a liquidation event of default pursuant to which the trustee or holders of asset-backed notes would be permitted to require the sale of fleet vehicles or equipment that collateralize the asset-backed financing; or

·changes in law that negatively impact our asset-backed financing structure.

Any disruption in our ability to refinance or replace our existing asset-backed financing or to continue to finance new car acquisitions through asset-backed financing, or any negative development in the terms of the asset-backed financing available to us, could cause our cost of financing to increase significantly and have a material adverse effect on our financial condition and results of operations. The assets that collateralize our asset-backed financing will not be available to satisfy the claims of our general creditors. The terms of our senior credit facilities permit us to finance or refinance new car acquisitions through other means, including secured financing that is not limited to the assets of special purpose entity subsidiaries. We may seek in the future to finance or refinance new car acquisitions, including cars excluded from the ABS Program, through such other means. No assurances can be given, however, as to whether such financing will be available, or as to whether the terms of such financing will be comparable to the debt issued under the ABS Program.

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Most of our asset-backed debt outside the United States was issued under an interim facility which provided for increased margins if the debt was not refinanced by March 21, 2007. We are in the process of negotiating new financing facilities to enable us to refinance this debt. However, we cannot assure you that these efforts will be successful or, if they are successful, that the new facilities will enable us to finance our operations at rates which are as favorable to us as those of the existing facility. On March 21, 2007, the existing facility was amended and restated to, among other things, modify the provisions which provide for increased margins. The effect of these changes will be to reduce or eliminate the adverse consequences of these provisions to us for an interim period that will end on December 21, 2007 in order to give us additional time to refinance the interim facility. As a result of the changes, there was no increase in margins on March 21, 2007. The extent of the relief that we will receive during the remainder of the interim period will depend upon our ability to achieve certain interim goals during that period. We cannot assure you that we will be successful in achieving these interim goals.

Fluctuations in fuel costs or reduced supplies could harm our business.

We could be adversely affected by limitations on fuel supplies, the imposition of mandatory allocations or rationing of fuel or significant increases in fuel prices. A severe or protracted disruption of fuel supplies or significant increases in fuel prices could have a material adverse effect on our financial condition and results of operations, either by directly interfering with our normal activities or by disrupting the air travel on which a significant portion of our car rental business relies. See “—Our car rental business is dependent on the air travel industry, and disruptions in air travel patterns could harm our business.”

Manufacturer safety recalls could create risks to our business.

Our cars may be subject to safety recalls by their manufacturers. Under certain circumstances, the recalls may cause us to attempt to retrieve cars from renters or to decline to re-rent returned cars until we can arrange for the steps described in the recalls to be taken. If a large number of cars are the subject of simultaneous recalls, or if needed replacement parts are not in adequate supply, we may not be able to re-rent recalled cars for a significant period of time. We could also face liability claims if recalls affect cars that we have already sold. Depending on the severity of the recall, it could materially adversely affect our revenues, create customer service problems, reduce the residual value of the cars involved and harm our general reputation.

We face risks arising from our heavy reliance on communications networks and centralized information systems.

We rely heavily on information systems to accept reservations, process rental and sales transactions, manage our fleets of cars and equipment, account for our activities and otherwise conduct our business. We have centralized our information systems in two redundant facilities in Oklahoma City, Oklahoma, and we rely on communications service providers to link our systems with the business locations these systems serve. A simultaneous loss of both facilities, or a major disruption of communications between the systems and the locations they serve, could cause a loss of reservations, interfere with our ability to manage our fleet, slow rental and sales processes and otherwise materially adversely affect our ability to manage our business effectively. Our systems back-up plans, business continuity plans and insurance programs are designed to mitigate such a risk, not to eliminate it. In addition, because our systems contain information about millions of individuals and businesses, our failure to maintain the security of the data we hold, whether the result of our own error or the malfeasance or errors of others, could harm our reputation or give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations.

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The concentration of our reservations, accounting and information technology functions at a limited number of facilities in Oklahoma, Alabama and Ireland creates risks for us.

We have concentrated our reservations functions for the United States in two facilities, one in Oklahoma City, Oklahoma, and one in Saraland (Mobile County), Alabama, and we have concentrated our accounting functions for the United States in two facilities in Oklahoma City. Similarly, we have concentrated reservations and accounting functions for our European operations in a single facility near Dublin, Ireland. In addition, our major information systems are centralized in two of our facilities in Oklahoma City. A disruption of normal business at any of our principal facilities in Oklahoma City, Saraland or Dublin, whether as the result of localized conditions (such as a fire or explosion) or as the result of events or circumstances of broader geographic impact (such as an earthquake, storm, flood, epidemic, strike, act of war, civil unrest or terrorist act), could materially adversely affect our business by disrupting normal reservations, customer service, accounting and systems activities. Our systems designs, business continuity plans and insurance programs are designed to mitigate those risks, not to eliminate them, and this is particularly true with respect to events of broad geographic impact.

Claims that the software products and information systems that we rely on are infringing on the intellectual property rights of others could increase our expenses or inhibit us from offering certain services, which could adversely affect our results of operations.

A number of entities, including some of our competitors, have sought, or may in the future obtain, patents and other intellectual property rights that cover or affect software products and other components of information systems that we rely on to operate our business. For example, Enterprise has asserted that certain systems we use to conduct insurance replacement rentals would infringe on patent rights it would obtain if it were granted certain patents for which it has applied. One of the patent applications has received a notice of allowance and we expect that Enterprise will be issued a patent pursuant to that application in the near future.

Litigation may be necessary to determine the validity and scope of third-party rights or to defend against claims of infringement. If a court determines that one or more of the software products or other components of information systems we use infringe on intellectual property owned by others or we agree to settle such a dispute, we may be liable for money damages. In addition, we may be required to cease using those products and components unless we obtain licenses from the owners of the intellectual property, redesign those products and components in such a way as to avoid infringement or cease altogether the use of those products and components. Each of these alternatives could increase our expenses materially or impact the marketability of our services. Any litigation, regardless of the outcome, could result in substantial costs and diversion of resources and could have a material adverse effect on our business. In addition, a third-party intellectual property owner might not allow us to use its intellectual property at any price, or on terms acceptable to us, which could materially affect our competitive position and our results of operations.

For example, if Enterprise obtains the patent referred to above and after that were to pursue and prevail on claims of infringement similar to those it has previously asserted, it could have a material adverse effect on our insurance replacement business and, in turn, our off-airport business. We have already commenced litigation against Enterprise with respect to claims it has made to third parties regarding the patent rights referred to above. See “Item 3—Legal Proceedings” for more information regarding that litigation.

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If we acquire any businesses in the future, they could prove difficult to integrate, disrupt our business, or have an adverse effect on our results of operations.

We intend to pursue growth primarily through internal growth, but from time to time we may consider opportunistic acquisitions which may be significant. Any future acquisition would involve numerous risks including, without limitation:

·potential disruption of our ongoing business and distraction of management;

·difficulty integrating the acquired business; and

·exposure to unknown liabilities, including litigation against the companies we may acquire.

If we make acquisitions in the future, acquisition-related accounting charges may affect our balance sheet and results of operations. In addition, the financing of any significant acquisition may result in changes in our capital structure, including the incurrence of additional indebtedness. We may not be successful in addressing these risks or any other problems encountered in connection with any acquisitions.

We face risks related to changes in our ownership.

A substantial number of our airport concession agreements, as well as certain of our other agreements with third parties, require the consent of the airports’ operators or other parties in connection with any change in ownership of us. Changes in ownership of us could also require the approval of other governmental authorities (including insurance regulators, regulators of our retail used car sales activities and antitrust regulators), and we cannot offer assurance that those approvals would be obtained on terms acceptable to us. If our owners were to proceed to change their ownership of us without obtaining necessary approvals, or if significant conditions on our operations were imposed in connection with obtaining such approvals, our ability to conduct our business could be impaired, resulting in a material adverse effect on our results of operations and financial condition.

We face risks related to liabilities and insurance.

Our businesses expose us to claims for personal injury, death and property damage resulting from the use of the cars and equipment rented or sold by us and for workers’ compensation claims and other employment-related claims by our employees. Currently, we generally self-insure up to $10 million per occurrence in the United States and Europe for vehicle and general liability exposures and maintain insurance with unaffiliated carriers in excess of such levels up to $100 million per occurrence, or in the case of equipment rental in Europe and international operations outside of Europe, in such lower amounts as we deem adequate given the risks. We cannot assure you that we will not be exposed to uninsured liability at levels in excess of our historical levels resulting from multiple payouts or otherwise, that liabilities in respect of existing or future claims will not exceed the level of our insurance, that we will have sufficient capital available to pay any uninsured claims or that insurance with unaffiliated carriers will continue to be available to us on economically reasonable terms or at all. See “Item 1—Business—Risk Management” and “Item 3—Legal Proceedings.”

We could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate.

We participate in various “multiemployer” pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdrew from participation in one or more of these plans, then applicable law could require us to make an additional lump-sum contribution to those plans, and we would have to reflect that on our balance sheet and statement of operations. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan’s funding of vested benefits. We currently do not expect to incur any withdrawal liability in the

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near future. However, in the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some multiemployer plans, including ones in which we participate, are reported to have significantly underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

We have received an informal request from the SEC to provide information about car rental services that we provide to our independent registered public accounting firm in the ordinary course of business.

In July 2005, the Division of Enforcement of the SEC informed us that it was conducting an informal inquiry and asked Hertz to voluntarily provide documents and information related to car rental services that we provide to our independent registered public accounting firm PricewaterhouseCoopers LLP, or “PwC.” The SEC noted in its letter that the inquiry should not be construed as an indication by the SEC or its staff that any violations of law have occurred, or as a reflection upon any person, entity or security. We cooperated with the SEC by providing it with certain requested information in July and September 2005. Since then, we have received no further requests from the SEC with respect to this informal inquiry, but neither have we been advised that it has been closed.

After learning of this informal inquiry, our audit committee and representatives of PwC discussed PwC’s independence with respect to us. PwC reconfirmed that it has been and remains independent with respect to us. In making this determination, PwC considered, among other things, its belief that PwC’s arrangements with us represent arm’s-length transactions that were negotiated in the normal course of business, and, therefore, that the commercial relationship does not impair PwC’s independence with respect to us. If the SEC were to take a different view and it were ultimately determined that PwC was not independent with respect to us for certain periods, our filings with the SEC which contain our consolidated financial statements for such periods would be non-compliant with applicable securities laws. A determination that PwC was not independent with respect to us could, among other things, cause us to be in violation of, or in default under, the instruments governing our indebtedness and airport concession agreements, limit our access to capital markets and result in regulatory sanctions. Also, in the event of such a determination, we may be required to have independent audits conducted on our previously audited financial statements by another independent registered public accounting firm for the affected periods. The time involved to conduct such independent audits may make it more difficult to obtain capital on favorable terms, or at all, pending the completion of such audits. Any of the foregoing could have a material adverse effect on our results of operations, liquidity and financial condition, the trading prices of our securities and the continued eligibility for listing of our common stock on The New York Stock Exchange, or “NYSE.”

Environmental laws and regulations and the costs of complying with them, or any liability or obligation imposed under them, could adversely affect our financial position, results of operations or cash flows.

We are regulated by federal, state, local and foreign environmental laws and regulations in connection with our operations, including, among other things, with respect to the ownership and operation of tanks for the storage of petroleum products, such as gasoline, diesel fuel and motor and waste oils. We have established a compliance program for our tanks that is intended to ensure that the tanks are properly registered with the state or other jurisdiction in which the tanks are located and have been either replaced or upgraded to meet applicable leak detection and spill, overfill and corrosion protection requirements. However, we cannot assure you that these tank systems will at all times remain free from undetected leaks or that the use of these tanks will not result in significant spills.

We have made, and will continue to make, expenditures to comply with environmental laws and regulations, including, among others, expenditures for the cleanup of contamination at or emanating

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from, currently and formerly owned and leased properties, as well as contamination at other locations at which our wastes have reportedly been identified. We cannot assure you that compliance with existing or future environmental legislation and regulations will not require material expenditures by us or otherwise have a material adverse effect on our consolidated financial position, results of operations or cash flows. See “Item 1—Business—Governmental Regulation and Environmental Matters” and “Item 3—Legal Proceedings.”

Changes in the U.S. and foreign legal and regulatory environment that impact our operations, including laws and regulations relating to the insurance products we sell, customer privacy, data security, insurance rates and expenses we pass through to customers by means of separate charges, could disrupt our business, increase our expenses or otherwise could have a material adverse effect on our results of operations.

We are subject to a wide variety of laws and regulations in the United States and the other countries and jurisdictions in which we operate, and changes in the level of government regulation of our business have the potential to materially alter our business practices or our profitability. Depending on the jurisdiction, those changes may come about through new legislation, the issuance of new laws and regulations or changes in the interpretation of existing laws and regulations by a court, regulatory body or governmental official. Sometimes those changes may have not just prospective but also retroactive effect, which is particularly true when a change is made through reinterpretation of laws or regulations that have been in effect for some time. Moreover, changes in regulation that may seem neutral on their face may have either more or less impact on us than on our competitors, depending on the circumstances.

The optional liability insurance policies and products providing insurance coverage in our domestic car rental operations are conducted pursuant to limited licenses or exemptions under state laws governing the licensing of insurance producers. In our international car rental operations, our offering of optional products providing insurance coverage historically has not been regulated. Any changes in the law in the United States or internationally that change our operating requirements with respect to insurance could increase our costs of compliance or make it uneconomical to offer such products, which would lead to a reduction in revenues. For instance, in the countries of the European Union, the regulatory environment for insurance intermediaries is rapidly evolving, and we cannot assure you either that we will be able to continue offering such coverage without substantial changes in our offering process or in the terms of the coverage or that such changes, if required, would not render uneconomic our continued offering of the coverage. Due to a change in law in Australia, we have discontinued sales of insurance products there. See “Item 1—Business—Risk Management” for further discussion regarding how changes in the regulation of insurance intermediaries may affect us internationally.

Laws in many countries and jurisdictions limit the types of information we may collect about individuals with whom we deal or propose to deal, as well as how we collect, retain and use the information that we are permitted to collect. In addition, the centralized nature of our information systems requires the routine flow of information about customers and potential customers across national borders, particularly into the United States. If this flow of information were to become illegal, or subject to onerous restrictions, our ability to serve our customers could be seriously impaired for an extended period of time. Other changes in the regulation of customer privacy and data security could likewise have a material adverse effect on our business. Privacy and data security are rapidly evolving areas of regulation, and additional regulation in those areas, some of it potentially difficult for us to accommodate, is frequently proposed and occasionally adopted. Thus, changes in the worldwide legal and regulatory environment in the areas of customer privacy, data security and cross-border data flows could have a material adverse effect on our business, primarily through the impairment of our marketing and transaction processing activities.

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Further, the substantive regulation of the rates we charge car renters, either through direct price regulation or a requirement that we disregard a customer’s source market (location or place of residence) for rate purposes, could reduce our revenues or increase our expenses. We set rates based on a variety of factors including the sources of rental reservations geographically and the means through which the reservations were made, all of which are in response to various market factors and costs. The European Commission is considering a directive that could restrict our ability to take into account the country of residence of European Union residents for rate purposes, and bills have been introduced into the New York State legislature that would seek to prohibit us from charging higher rates to renters residing in certain boroughs of New York City. The adoption of any such measures could have a material adverse impact on our revenues and results of operations.

In most places where we operate, we pass through various expenses, including the recovery of vehicle licensing costs and airport concession fees, to our rental customers as separate charges. The Attorneys General of Massachusetts, Virginia, Montana and Alaska have in the past two years taken positions that car rental companies may not pass through to customers, by means of separate charges, certain of their expenses, such as vehicle licensing costs and airport concession fees, or that car rental companies’ ability to pass through such expenses is limited. In addition, we are currently a defendant in an action challenging the propriety of certain expense pass-through charges in Nevada. We believe our expense pass-through charges, where imposed, are lawful, and expense pass-throughs have, when challenged, been upheld in courts of other states. The position of the Attorney General of Virginia was reversed by subsequent legislation, while the concerns of the Attorney General of Montana, which related primarily to our licensees’ passing through of vehicle licensing costs, were resolved by assurances of voluntary compliance by our licensees (which permitted passing through of such costs subject to certain limitations of small operational significance). Nonetheless, we cannot offer assurance that the Attorney General of Massachusetts or Alaska, or of another state, will not take enforcement action against us with respect to our car rental expense pass-throughs. If such action were taken and an Attorney General were to prevail, it could have a material adverse impact on our revenues and results of operations. In the United States, our revenues from car rental expense pass-throughs for the year ended December 31, 2006, were approximately $311.5 million.

The misuse or theft of information we possess could harm our reputation or competitive position, adversely affect the trading price of our common stock or give rise to material liabilities.

We possess non-public information with respect to millions of individuals, including our customers and our current and former employees, and thousands of businesses, as well as non-public information with respect to our own affairs. The misuse or theft of that information by either our employees or third parties could result in material damage to our brand, reputation or competitive position or materially affect the price at which shares of our common stock trade. In addition, depending on the type of information involved, the nature of our relationship with the person or entity to which the information relates, the cause and the jurisdiction whose laws are applicable, such misuse or theft of information could result in governmental investigations or material civil or criminal liability. The laws that would be applicable to such a failure are rapidly evolving and becoming more burdensome. See “—Changes in the U.S. and foreign legal and regulatory environment that impact our operations, including laws and regulations relating to the insurance products we sell, customer privacy, data security, insurance rates and expenses we pass through to customers by means of separate charges, could disrupt our business, increase our expenses or otherwise could have a material adverse effect on our results of operations.”

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The Sponsors control us and may have conflicts of interest with us in the future.

Clayton, Dubilier & Rice Fund VII, L.P. and related funds, Carlyle Partners IV, L.P. and related funds and ML Global Private Equity Fund, L.P. and related funds currently beneficially own approximately 24.2%, 23.9% and 23.5%, respectively, of the outstanding shares of the common stock of Hertz Holdings. These funds and Hertz Holdings are parties to a Stockholders Agreement, pursuant to which the funds have agreed to vote in favor of nominees to our board of directors nominated by the other funds. As a result, the Sponsors will continue to exercise control over matters requiring stockholder approval and our policy and affairs, for example, by being able to direct the use of proceeds received from future securities offerings. See “Item 13—Certain Relationships and Related Transactions, and Director Independence.”

Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsors continue to indirectly own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions. While we have adopted a code of ethics and business conduct that applies to all our directors, it does not preclude the Sponsors from becoming engaged in businesses that compete with us or preclude our directors from taking advantage of business opportunities other than those made available to them through the use of their position as directors or the use of our property.

Risks Relating to Our Substantial Indebtedness

We have substantial debt and may incur substantial additional debt, which could adversely affect our financial condition, our ability to obtain financing in the future and our ability to react to changes in our business.

As of December 31, 2006, we had an aggregate principal amount of debt outstanding of $12,359.4 million and a debt to equity ratio, calculated using the total amount of our outstanding debt net of unamortized discounts of 4.9 to 1.

Our substantial debt could have important consequences to you. For example, it could:

·make it more difficult for us to satisfy our obligations to the holders of our outstanding debt securities and to the lenders under our senior credit facilities and the U.S. and international fleet debt financings entered into as part of the Transactions, resulting in possible defaults on and acceleration of such indebtedness;

·require us to dedicate a substantial portion of our cash flows from operations to make payments on our debt, which would reduce the availability of our cash flows from operations to fund working capital, capital expenditures or other general corporate purposes;

·increase our vulnerability to general adverse economic and industry conditions, including interest rate fluctuations, because a portion of our borrowings, including under the agreements governing our U.S. and international fleet debt financings entered into as part of the Transactions and our senior credit facilities, is at variable rates of interest;

·place us at a competitive disadvantage to our competitors with proportionately less debt or comparable debt at more favorable interest rates;

·limit our ability to refinance our existing indebtedness or borrow additional funds in the future;

·limit our flexibility in planning for, or reacting to, changing conditions in our business and industry; and

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·limit our ability to react to competitive pressures, or make it difficult for us to carry out capital spending that is necessary or important to our growth strategy and our efforts to improve operating margins.

Any of the foregoing impacts of our substantial indebtedness could have a material adverse effect on our business, financial condition and results of operations.

Despite our current indebtedness levels, we and our subsidiaries may be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the instruments governing our indebtedness do not prohibit us or fully prohibit our subsidiaries from doing so. As of December 31, 2006, our senior credit facilities provided us commitments for additional aggregate borrowings (subject to borrowing base limitations) of approximately $1,611.1 million, and permitted additional borrowings beyond those commitments under certain circumstances. As of December 31, 2006, our U.S. fleet debt facilities, international fleet debt facilities and our fleet financing facility for our fleet in Hawaii, Kansas, Puerto Rico and St. Thomas, the U.S. Virgin Islands provided us commitments for additional aggregate borrowings of approximately $1,500.0 million, the foreign currency equivalent of $1,236.4 million and $107.0 million, respectively, subject to borrowing base limitations. If new debt is added to our current debt levels, the related risks that we now face would increase. In addition, the instruments governing our indebtedness do not prevent us or our subsidiaries from incurring obligations that do not constitute indebtedness. On June 30, 2006, Hertz Holdings entered into a $1.0 billion loan facility in order to finance the payment of a special cash dividend of $4.32 per share on June 30, 2006. Although this facility was repaid in full with the proceeds from our initial public offering, we cannot assure you that Hertz Holdings will not enter into similar transactions in the future.

We may not be able to generate sufficient cash to service all of our debt, and may be forced to take other actions to satisfy our obligations under such indebtedness, which may not be successful.

Our ability to make scheduled payments on our indebtedness, or to refinance our obligations under our debt agreements, will depend on the financial and operating performance of us and our subsidiaries, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business risk factors, many of which may be beyond our control, as described under “—Risks Related to Our Business” above.

We cannot assure you that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek to obtain additional equity capital or restructure our indebtedness. In the future, our cash flows and capital resources may not be sufficient for payments of interest on and principal of our debt, and such alternative measures may not be successful and may not permit us to meet scheduled debt service obligations. We also cannot assure you that we will be able to refinance any of our indebtedness or obtain additional financing, particularly because of our high levels of debt and the debt incurrence restrictions imposed by the agreements governing our debt, as well as prevailing market conditions. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The instruments governing our indebtedness restrict our ability to dispose of assets and restrict the use of proceeds from any such dispositions. We cannot assure you we will be able to consummate those sales, or, if we do, what the timing of the sales will be or whether the proceeds that we realize will be adequate to meet debt service obligations when due.

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A significant portion of our outstanding indebtedness is secured by substantially all of our consolidated assets. As a result of these security interests, such assets would only be available to satisfy claims of our general creditors or to holders of our equity securities if we were to become insolvent to the extent the value of such assets exceeded the amount of our indebtedness and other obligations. In addition, the existence of these security interests may adversely affect our financial flexibility.

Indebtedness under our senior credit facilities is secured by a lien on substantially all our assets (other than assets of foreign subsidiaries), including pledges of all or a portion of the capital stock of certain of our subsidiaries. Our senior notes and senior subordinated notes are unsecured and therefore do not have the benefit of such collateral. Accordingly, if an event of default were to occur under our senior credit facilities, the senior secured lenders under such facilities would have a prior right to our assets, to the exclusion of our general creditors, including the holders of our senior notes and senior subordinated notes. In that event, our assets would first be used to repay in full all indebtedness and other obligations secured by them (including all amounts outstanding under our senior credit facilities), resulting in all or a portion of our assets being unavailable to satisfy the claims of our unsecured indebtedness. Furthermore, many of the subsidiaries that hold our U.S. and international car rental fleets in connection with our asset-backed financing programs are intended to be bankruptcy remote and the assets held by them may not be available to our general creditors in a bankruptcy unless and until they are transferred to a non-bankruptcy remote entity. As of December 31, 2006, substantially all of our consolidated assets, including our car and equipment rental fleets, have been pledged for the benefit of the lenders under our senior credit facilities or are subject to securitization facilities in connection with our U.S. and international fleet debt facilities. As a result, the lenders under these facilities would have a prior claim on such assets in the event of our bankruptcy, insolvency, liquidation or reorganization, and we may not have sufficient funds to pay all of our creditors and holders of our unsecured indebtedness may receive less, ratably, than the holders of our senior debt, and may not be fully paid, or may not be paid at all, even when other creditors receive full payment for their claims. In that event, holders of our equity securities would not be entitled to receive any of our assets or the proceeds therefrom. As discussed below, the pledge of these assets and other restrictions may limit our flexibility in raising capital for other purposes. Because substantially all of our assets are pledged under these financing arrangements, our ability to incur additional secured indebtedness or to sell or dispose of assets to raise capital may be impaired, which could have an adverse effect on our financial flexibility.

Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adversely affect our financial flexibility.

Our senior credit facilities and the indentures governing our senior notes and senior subordinated notes contain covenants that, among other things, restrict Hertz’s and its subsidiaries’ ability to:

·dispose of assets;

·incur additional indebtedness;

·incur guarantee obligations;

·prepay other indebtedness or amend other debt instruments;

·pay dividends;

·create liens on assets;

·enter into sale and leaseback transactions;

·make investments, loans or advances;

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·make acquisitions;

·engage in mergers or consolidations;

·change the business conducted by us; and

·engage in certain transactions with affiliates.

In addition, under our Senior Credit Facilities, we are required to comply with financial covenants. If we fail to maintain a specified minimum level of borrowing capacity under our Senior ABL Facility, we will then be subject to financial covenants under that facility, including covenants that will obligate us to maintain a specified debt to Corporate EBITDA leverage ratio and a specified Corporate EBITDA to fixed charges coverage ratio. The financial covenants in our Senior Term Facility include obligations to maintain a specified debt to Corporate EBITDA leverage ratio and a specified Corporate EBITDA to interest expense coverage ratio for specified periods. Both our Senior ABL Facility and our Senior Term Facility also impose limitations on the amount of our capital expenditures. Our ability to comply with these covenants in future periods will depend on our ongoing financial and operating performance, which in turn will be subject to economic conditions and to financial, market and competitive factors, many of which are beyond our control. Our ability to comply with these covenants in future periods will also depend substantially on the pricing of our products and services, our success at implementing cost reduction initiatives and our ability to successfully implement our overall business strategy. Our ability to comply with the covenants and restrictions contained in our senior credit facilities and the indentures for our senior notes and senior subordinated notes may be affected by economic, financial and industry conditions beyond our control. The breach of any of these covenants or restrictions could result in a default under either our senior credit facilities or the indentures that would permit the applicable lenders or holders of the senior notes and senior subordinated notes, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest. In any such case, we may be unable to make borrowings under the senior credit facilities and may not be able to repay the amounts due under the senior credit facilities and the senior notes and senior subordinated notes. This could have serious consequences to our financial condition and results of operations and could cause us to become bankrupt or insolvent.

We are also subject to operational limitations under the terms of our ABS Program. For example, there are contractual limitations with respect to the cars that secure our ABS Program. These limitations are based on the identity or credit ratings of the cars’ manufacturers, the existence of satisfactory repurchase or guaranteed depreciation arrangements for the cars or the physical characteristics of the cars. As a result, we may be required to limit the percentage of cars from any one manufacturer or increase the credit enhancement related to the program and may not be able to take advantage of certain cost savings that might otherwise be available through manufacturers. If these limitations prevented us from purchasing, or retaining in our fleet, cars on terms that we would otherwise find advantageous, our results of operations could be adversely affected.

Further, the facilities relating to our international fleet financing contain a number of covenants, including a covenant that restricts the ability of Hertz International, Ltd., a subsidiary of ours that is the direct or indirect holding company of substantially all of our non-U.S. operating subsidiaries, to make dividends and other restricted payments (which may include payments of intercompany indebtedness), in an amount greater than €100 million plus a specified excess cash flow amount, calculated by reference to excess cash flow in earlier periods. Subject to certain exceptions, until the later of one year from the Closing Date and such time as 50% of the commitments under the facilities on the Closing Date have been replaced by permanent take-out international asset-based facilities, the specified excess cash flow amount will be zero. Thereafter, this specified excess cash flow amount will be between 50% and 100% of excess cash flow based on the percentage of facilities relating to

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our international fleet debt at the closing of the Acquisition that have been replaced by permanent take-out international asset-based facilities. These restrictions will limit the availability of funds from Hertz International, Ltd. and its subsidiaries to help us make payments on our indebtedness. Certain of these permanent take-out international asset-based facilities are expected to be novel and complicated structures. We cannot assure you that we will be able to complete such permanent take-out financings on terms acceptable to us or on a timely basis, if at all; if we are unable to do so, our liquidity and interest costs may be adversely affected. See “—Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control.”

Certain of our Canadian subsidiaries are parties to our Senior ABL Facility and are not subject to these International Fleet Debt restrictions. Our non-U.S. subsidiaries, including the operations of these Canadian subsidiaries, accounted for approximately 30% of our total revenues and 24% of our Corporate EBITDA for the year ended December 31, 2006. See Note 10 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.

A significant portion of our outstanding debt, including borrowings under our Senior Credit Facilities, International Fleet Debt and certain of our other outstanding debt securities, bear interest at variable rates. As a result, an increase in interest rates, whether because of an increase in market interest rates or an increase in our own cost of borrowing, would increase the cost of servicing our debt and could materially reduce our profitability, including, in the case of the U.S. Fleet Debt and the International Fleet Debt, our Corporate EBITDA. The impact of such an increase would be more significant than it would be for some other companies because of our substantial debt. For a discussion of how we manage our exposure to changes in interest rates through the use of interest rate swap agreements on certain portions of our outstanding debt, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risks—Interest Rate Risk.”

The instruments governing our debt contain cross default or cross acceleration provisions that may cause all of the debt issued under such instruments to become immediately due and payable as a result of a default under an unrelated debt instrument.

The indentures governing our senior notes and senior subordinated notes and the agreements governing our senior credit facilities contain numerous covenants and require us to meet certain financial ratios and tests which utilize Corporate EBITDA. Our failure to comply with the obligations contained in these agreements or other instruments governing our indebtedness could result in an event of default under the applicable instrument, which could result in the related debt and the debt issued under other instruments becoming immediately due and payable. In such event, we would need to raise funds from alternative sources, which funds may not be available to us on favorable terms, on a timely basis or at all. Alternatively, such a default could require us to sell our assets and otherwise curtail our operations in order to pay our creditors. Such alternative measures could have a material adverse effect on our business, financial condition and results of operations.

Risks Relating to Our Common Stock

We may have a contingent liability arising out of electronic communications sent to institutional accounts by a previously named underwriter that did not participate as an underwriter in the initial public offering of our common stock.

We understand that, during the week of October 23, 2006, several e-mails authored by an employee of a previously named underwriter for the initial public offering of our common stock were ultimately

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forwarded by employees of that underwriter to approximately 175 institutional accounts. We were not involved in any way in the preparation or distribution of the e-mail messages by the employees of this previously named underwriter, and we had no knowledge of them until after they were sent. We requested that the previously named underwriter notify the institutional accounts who received these e-mail messages from its employees that the e-mail messages were distributed in error and should be disregarded. In addition, this previously named underwriter did not participate as an underwriter in the initial public offering of our common stock.

The e-mail messages may constitute a prospectus or prospectuses not meeting the requirements of the Securities Act of 1933, as amended, or the “Securities Act.” We, the Sponsors and the other underwriters that participated in the initial public offering of our common stock disclaim all responsibility for the contents of these e-mail messages.

We do not believe that the e-mail messages constitute a violation by us of the Securities Act. However, if any or all of these communications were to be held by a court to be a violation by us of the Securities Act, the recipients of the e-mails, if any, who purchased shares of our common stock in the initial public offering might have the right, under certain circumstances, to require us to repurchase those shares. Consequently, we could have a contingent liability arising out of these possible violations of the Securities Act. The magnitude of this liability, if any, is presently impossible to quantify, and would depend, in part, upon the number of shares purchased by the recipients of the e-mails and the trading price of our common stock. If any liability is asserted, we intend to contest the matter vigorously.

Hertz Holdings is a holding company with no operations of its own that depends on its subsidiaries for cash.

The operations of Hertz Holdings are conducted almost entirely through its subsidiaries and its ability to generate cash to meet its debt service obligations, if any, or to pay dividends is highly dependent on the earnings and the receipt of funds from its subsidiaries via dividends or intercompany loans. However, none of the subsidiaries of Hertz Holdings are obligated to make funds available to Hertz Holdings for the payment of dividends. In addition, payments of dividends and interest among the companies in our group may be subject to withholding taxes. Further, the terms of the indentures governing Hertz’s senior notes and senior subordinated notes and the agreements governing Hertz’s senior credit facilities and Hertz’s fleet debt facilities significantly restrict the ability of the subsidiaries of Hertz to pay dividends or otherwise transfer assets to Hertz Holdings. Furthermore, the subsidiaries of Hertz are permitted under the terms of Hertz’s senior credit facilities and other indebtedness to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to Hertz Holdings. See “—Restrictive covenants in certain of the agreements governing our indebtedness may adversely affect our financial flexibility.” In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock.

If the ownership of our common stock continues to be highly concentrated, it will prevent other stockholders from influencing significant corporate decisions.

The concentrated holdings of the funds associated with the Sponsors, certain provisions of the Stockholders Agreement among the funds and Hertz Holdings and the presence of these funds’ nominees on our board of directors of Hertz Holdings may result in a delay or the deterrence of possible changes in control of Hertz Holdings, which may reduce the market price of our common stock. The interests of the Sponsors may conflict with the interests of our other stockholders. See “Item 1A—Risk Factors—The Sponsors control us and may have conflicts of interest with us in the future.” Our board of directors has adopted corporate governance guidelines that will, among other things, address potential conflicts between a director’s interests and our interests. In addition, we

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have adopted a code of business conduct that, among other things, requires our employees to avoid actions or relationships that might conflict or appear to conflict with their job responsibilities or the interests of Hertz Holdings, and to disclose their outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to management or corporate counsel. These corporate governance guidelines and code of business ethics will not, by themselves, prohibit transactions with our principal stockholders.

Our share price may decline due to the large number of shares eligible for future sale.

Sales of substantial amounts of our common stock, or the possibility of such sales, may adversely affect the price of our common stock and impede our ability to raise capital through the issuance of equity securities.

There were 320,618,692 shares of our common stock outstanding as of December 31, 2006. Of these shares, the shares of common stock sold in the initial public offering are freely transferable without restriction or further registration under the Securities Act, unless purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. The remaining 232,383,692 shares of common stock outstanding will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144 or pursuant to an exemption from registration under Rule 701 under the Securities Act. In November 2006, we filed a registration statement under the Securities Act to register the shares of common stock to be issued under our stock incentive plans and, as a result, all shares of common stock acquired upon exercise of stock options and other equity-based awards granted under these plans will also be freely tradable under the Securities Act unless purchased by our affiliates. A total of 28.5 million shares of common stock are reserved for issuance under our stock incentive plans.

We, each of the funds associated with or designated by the Sponsors that currently own shares of our common stock, our executive officers and directors have agreed to a “lock-up,” meaning that, subject to certain exceptions, neither we nor they will sell any shares without the prior consent of the representatives of the underwriters before May 14, 2007. Following the expiration of this 180-day lock-up period, 229,500,000 of these shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. In addition, our existing stockholders have the right under certain circumstances to require that we register their shares for resale. As of December 31, 2006, these registration rights apply to the 229,500,000 shares of our outstanding common stock owned by the investment funds affiliated with or designated by the Sponsors.

Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business combinations that our stockholders might consider in their best interests.

A number of provisions in our certificate of incorporation and by-laws, as well as anti-takeover provisions of Delaware law, may have the effect of delaying, deterring, preventing or rendering more difficult a change in control of Hertz Holdings that our stockholders might consider in their best interests. These provisions include:

·establishment of a classified board of directors, with staggered terms;

·granting to the board of directors sole power to set the number of directors and to fill any vacancy on the board of directors, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

·limitations on the ability of stockholders to remove directors;

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·the ability of our board of directors to designate and issue one or more series of preferred stock without stockholder approval, the terms of which may be determined at the sole discretion of the board of directors;

·prohibition on stockholders from calling special meetings of stockholders;

·establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and

·prohibiting our stockholders from acting by written consent if investment funds affiliated with or designated by the Sponsors cease to collectively hold a majority of our outstanding common stock.

These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

Our certificate of incorporation and by-laws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.

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ITEM 1B.UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES

We operate car rental locations at or near airports and in central business districts and suburban areas of major cities in North America (the United States, including Puerto Rico and the U.S. Virgin Islands, and Canada), Europe (France, Germany, Italy, the United Kingdom, Spain, the Netherlands, Switzerland, Belgium and Luxembourg), the Pacific (Australia and New Zealand) and Brazil, as well as retail used car sales locations in the United States and France. We operate equipment rental locations in North America (the United States and Canada) and Europe (France and Spain). We also operate headquarters, sales offices and service facilities in the foregoing countries in support of our car rental and equipment rental operations, as well as small car rental sales offices and service facilities in a select number of other countries in Europe and Asia.

Of such locations, fewer than 10% are owned by us. The remaining locations are leased or operated under concessions from governmental authorities and private entities. Those leases and concession agreements typically require the payment of minimum rents or minimum concession fees and often also require us to pay or reimburse operating expenses; to pay additional rent, or concession fees above guaranteed minimums, based on a percentage of revenues or sales arising at the relevant premises; or to do both. See Note 9 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

We own four major facilities in the vicinity of Oklahoma City, Oklahoma at which reservations for our car rental operations are processed, global information systems are serviced and major domestic and international accounting functions are performed. We also have a long-term lease for a reservation and financial center near Dublin, Ireland, at which we have centralized our European car rental reservation and customer relations and accounting functions, and we lease a reservation center in Saraland (Mobile County), Alabama to supplement the capacity of our Oklahoma City car rental reservation center. We maintain our executive offices in an owned facility in Park Ridge, New Jersey, and lease a European headquarters office in Uxbridge, England.

ITEM 3.LEGAL PROCEEDINGS

Fuel—Related Class Actions

We are a defendant in four purported class actions—filed in Texas, Oklahoma, New Mexico and Nevada—in which the plaintiffs have put forth alternate theories to challenge the application of our Fuel and Service Charge, or “FSC,” on rentals of cars that are returned with less fuel than when rented.

1.Texas

On March 15, 2004, Jose M. Gomez, individually and on behalf of all other similarly situated persons, v. The Hertz Corporation was commenced in the 214th Judicial District Court of Nueces County, Texas. Gomez purports to be a class action filed alternatively on behalf of all persons who were charged a FSC by us or all Texas residents who were charged a FSC by us. The petition alleged that the FSC is an unlawful penalty and that, therefore, it is void and unenforceable. The plaintiff seeks an unspecified amount of compensatory damages, with the return of all FSC paid or the difference between the FSC and our actual costs, disgorgement of unearned profits, attorneys’ fees and costs. In response to various motions by us, the plaintiff filed two amended petitions which scaled back the putative class from a nationwide class to a class of all Texas residents who were charged a FSC by us or by our

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Corpus Christi licensee. A new cause of action was also added for conversion for which the plaintiff is seeking punitive damages. After some limited discovery, we filed a motion for summary judgment in December 2004. That motion was denied in January 2005. The parties then engaged in more extensive discovery. In April 2006, the plaintiff further amended his petition by adding a cause of action for fraudulent misrepresentation and, at the plaintiff’s request, a hearing on the plaintiff’s motion for class certification was scheduled for August 2006. In May 2006, the plaintiff filed a fourth amended petition which deleted the cause of action for conversion and the plaintiff also filed a first amended motion for class certification in anticipation of the August 2006 hearing on class certification. After the hearing, the plaintiff filed a fifth amended petition seeking to further refine the putative class as including all Texas residents who were charged a FSC in Texas after February 6, 2000. In October 2006, the judge entered a class certification order which certified a class of all Texas residents who were charged an FSC in Texas after February 6, 2000. We are appealing the order.

2.Oklahoma

On November 18, 2004, Keith Kochner, individually and on behalf of all similarly situated persons, v. The Hertz Corporation was commenced in the District Court in and for Tulsa County, State of Oklahoma. As with the Gomez case, Kochner purports to be a class action, this time on behalf of Oklahoma residents who rented from us and incurred our FSC. The petition alleged that the imposition of the FSC is a breach of contract and amounts to an unconscionable penalty or liquidated damages in violation of Article 2A of the Oklahoma Uniform Commercial Code. The plaintiff seeks an unspecified amount of compensatory damages, with the return of all FSC paid or the difference between the FSC and our actual costs, disgorgement of unearned profits, attorneys’ fees and costs. In March 2005, the trial court granted our motion to dismiss the action but also granted the plaintiff the right to replead. In April 2005, the plaintiff filed an amended class action petition, newly alleging that our FSC violates the Oklahoma Consumer Protection Act and that we have been unjustly enriched, and again alleging that our FSC is unconscionable under Article 2A of the Oklahoma Uniform Commercial Code. In May 2005, we filed a motion to dismiss the amended class action petition. In October 2005, the court granted our motion to dismiss, but allowed the plaintiff to file a second amended complaint and we then answered the complaint. Discovery has now commenced.

3.New Mexico

On December 13, 2005, Janelle Johnson, individually and on behalf of all other similarly situated persons v. The Hertz Corporation was filed in the Second Judicial District Court of the County of Bernalillo, New Mexico. As with the Gomez and Kochner cases, Johnson purports to be a class action, this time on behalf of all New Mexico residents who rented from us and who were charged a FSC. The complaint alleges that the FSC is unconscionable as a matter of law under pertinent sections of the New Mexico Uniform Commercial Code and that, under New Mexico common law, the collection of FSC does not constitute valid liquidated damages, but rather is a void penalty. The plaintiff seeks an unspecified amount of compensatory damages, with the return of all FSC paid or the difference between the FSC and its actual cost. In the alternative, the plaintiff requests that the court exercise its equitable jurisdiction and order us to cease and desist from our unlawful conduct and to modify our lease provisions to conform with applicable provisions of New Mexico statutory and common law. The complaint also asks for attorneys’ fees and costs. We have removed the action to the U.S. District Court for the District of New Mexico and, in lieu of an answer, filed a motion to dismiss. In November 2006, the judge granted our motion to dismiss the liquidated damages claim and the substantive unconscionability claim but did not grant our motion to

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dismiss the procedural unconscionability claim or the claim for equitable relief. Plaintiff then amended her complaint to replead the unconscionability claim and to add a fraudulent misrepresentation claim. In December 2006, we filed a motion to dismiss the amended complaint and, in January 2007, the court quickly dismissed the new fraud claim and reaffirmed the dismissal of the substantive unconscionability claim. In February 2007, the plaintiff dismissed the case with prejudice.

4.Nevada

On January 10, 2007, Marlena Guerra, individually and on behalf of all other similarly situated persons, v. The Hertz Corporation was filed in the United States District Court for the District of Nevada. As with the Gomez and Kochner cases, Guerra purports to be a class action on behalf of all individuals and business entities who rented vehicles at Las Vegas McCarran International Airport and were charged a FSC. The complaint alleged that those customers who paid the FSC were fraudulently charged a surcharge required for fuel in violation of Nevada’s Deceptive Trade Practices Act. The plaintiff also alleged the FSC violates the Nevada Uniform Commercial Code, or “UCC,” since it is unconscionable and operates as an unlawful liquidated damages provision. Finally, the plaintiff claimed that we breached our own rental agreement—which the plaintiff claims to have been modified so as not to violate Nevada law—by charging the FSC, since such charges violate the UCC and/or the prohibition against fuel surcharges. The plaintiff seeks compensatory damages, including the return of all FSC paid or the difference between the FSC and its actual costs, plus prejudgment interest, attorneys’ fees and costs. In March 2007, we filed a motion to dismiss.

Other Consumer or Supplier Class Actions

1.HERC LDW

On August 15, 2006, Davis Landscape, Ltd., individually and on behalf of all others similarly situated, v. Hertz Equipment Rental Corporation, or “HERC,” was filed in the United States District Court for the District of New Jersey. Davis Landscape, Ltd., purports to be a nationwide class action on behalf of all persons and business entities who rented equipment from HERC and who paid a Loss Damage Waiver, or “LDW,” charge. The complaint alleges that the LDW is deceptive and unconscionable as a matter of law under pertinent sections of New Jersey law, including the New Jersey Consumer Fraud Act and the New Jersey Uniform Commercial Code. The plaintiff seeks an unspecified amount of statutory damages under the New Jersey Consumer Fraud Act, an unspecified amount of compensatory damages with the return of all LDW charges paid, declaratory relief and an injunction prohibiting HERC from engaging in acts with respect to the LDW charge that violate the New Jersey Consumer Fraud Act. The complaint also asks for attorneys’ fees and costs. In October 2006, we filed an answer to the complaint. In November 2006, the plaintiff filed an amended complaint adding an additional plaintiff, Miguel V. Pro, an individual residing in Texas, and new claims relating to HERC’s charging of an “Environmental Recovery Fee.” Causes of action for breach of contract and breach of implied covenant of good faith and fair dealing were also added. In January 2007, we filed an answer to the amended complaint. Discovery has now commenced.

2.Concession Fee Recoveries

On October 13, 2006, Janet Sobel, Daniel Dugan Ph.D., and Lydia Lee, individually and on behalf of all others similarly situated, v. The Hertz Corporation and Enterprise Rent-A-Car Company was filed in the United States District Court for the District of Nevada. Sobel purports to be a nationwide class action on behalf of all persons who rented cars from Hertz or Enterprise at airports in Nevada and whom Hertz or Enterprise charged airport concession

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recovery fees. The complaint alleged that the airport concession recovery fees violate certain provisions of Nevada law, including Nevada’s Deceptive Trade Practices Act. The plaintiffs seek an unspecified amount of compensatory damages, restitution of any charges found to be improper and an injunction prohibiting Hertz and Enterprise from quoting or charging any of the fees prohibited by Nevada law. The complaint also asks for attorneys’ fees and costs. In November 2006, the plaintiffs and Enterprise stipulated and agreed that claims against Enterprise would be dismissed without prejudice. In January 2007, we filed a motion to dismiss.

We believe that we have meritorious defenses in the foregoing matters and will defend ourselves vigorously.

In addition, we are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. In the aggregate, we can be expected to expend material sums to defend and settle public liability and property damage actions and claims or to pay judgments resulting from them.

On February 19, 2007, The Hertz Corporation and TSD Rental LLC v. Enterprise Rent-A-Car Company and The Crawford Group, Inc. was filed in the United States District Court for the District of Massachusetts. In this action, we and our co-plaintiff seek damages and injunctive relief based upon allegations that Enterprise and its corporate parent, The Crawford Group, Inc., unlawfully engaged in anticompetitive and unfair and deceptive business practices by claiming to customers of Hertz that once Enterprise obtains a patent it has applied for relating to its insurance replacement reservation system, Hertz will be prevented from using the co-plaintiff’s EDiCAR system, which Hertz currently uses in its insurance replacement business. The complaint alleges, among other things, that Enterprise’s threats are improper because the Enterprise patent, once issued, should be invalid and unenforceable. See “Item 1A—Risk Factors—Risks Related to Our Business—Claims that the software products and information systems that we rely on are infringing on the intellectual property rights of others could increase our expenses or inhibit us from offering certain services, which could adversely affect our results of operations.”

In addition to the foregoing, various legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries. Litigation is 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 us or any of our subsidiaries involved. Although the amount of liability with respect to these matters cannot be ascertained, potential liability in excess of related accruals is not expected to materially affect our consolidated financial position, results of operations or cash flows but it could be material in the period in which it is recorded.

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below are the names, ages, number of years employed by our Company as of March 29, 2007 and positions of our executive officers.

Name	Age		Number of Years Employed by Us		Position
Mark P. Frissora		51		—	Chief Executive Officer and Chairman of the Board
Paul J. Siracusa		62		37	Executive Vice President and Chief Financial Officer
Joseph R. Nothwang		60		30	Executive Vice President and President, Vehicle Rental and Leasing, The Americas and Pacific
Brian J. Kennedy		65		23	Executive Vice President, Marketing & Sales
Gerald A. Plescia		51		27	Executive Vice President and President, HERC
Michel Taride		50		21	Executive Vice President and President, Hertz Europe Limited
Harold E. Rolfe		49		8	Senior Vice President, General Counsel & Secretary
Charles L. Shafer		62		41	Senior Vice President, Quality Assurance & Administration
Richard J. Foti		60		28	Controller
Elyse Douglas		51		—	Treasurer

Mr. Frissora has served as the Chief Executive Officer, or “CEO,” and Chairman of the Board of Hertz and Hertz Holdings since January 1, 2007 and as CEO and a director of Hertz and Hertz Holdings since July 19, 2006. Prior to joining Hertz and Hertz Holdings, Mr. Frissora served as Chief Executive Officer of Tenneco Inc. from November 1999 to July 2006 and as President of the automotive operations of Tenneco Inc. from April 1999 to July 2006. He also served as the Chairman of Tenneco Inc. from March 2000 to July 2006. From 1996 to April 1999, he held various positions within Tenneco Inc.’s automotive operations, including Senior Vice President and General Manager of the worldwide original equipment business. Previously Mr. Frissora served as a Vice President of Aeroquip Vickers Corporation from 1991 to 1996. In the 15 years prior to joining Aeroquip Vickers, he served for ten years with General Electric and five years with Philips Lighting Company in management roles focusing on product development and marketing. He is a director of NCR Corporation, where he serves on its compensation committee.

Mr. Siracusa has served as the Executive Vice President and Chief Financial Officer of Hertz Holdings since the Acquisition in December 2005. He has served as the Executive Vice President and Chief Financial Officer of Hertz since August 1997. From January 1996 to August 1997, he served as Vice President, Finance and Chief Financial Officer, Hertz International, Ltd., based in England. He served as Staff Vice President and Controller Worldwide Rent A Car for Hertz from August 1994 until December 1995 and has served in various other financial positions with us since 1969. Mr. Siracusa served as a director on Hertz’s Board of Directors from January 2004 until December 2005.

Mr. Nothwang has served as the Executive Vice President and President of Vehicle Rental and Leasing, The Americas and Pacific, for Hertz since January 2000 and as the Executive Vice President and President of Vehicle Rental and Leasing, The Americas and Pacific of Hertz Holdings since June 2006. From September 1995 until December 1999 he was Executive Vice President and General Manager, U.S. Car Rental Operations for Hertz. From August 1993 until August 1995 he was Vice President and General Manager U.S. Car Rental Operations for Hertz. Prior to that he was Division Vice President, Region Operations for Hertz since 1985. He served in various other operating positions with Hertz between 1976 and 1985.

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Mr. Kennedy has served as Hertz’s Executive Vice President, Marketing & Sales since February 1988 and as the Executive Vice President, Sales & Marketing, of Hertz Holdings since June 2006. From May 1987 through January 1988, he served as Executive Vice President and General Manager of Hertz’s Car Rental Division, prior to which, from October 1983, he served as Senior Vice President, Marketing for Hertz.

Mr. Plescia has served as the Executive Vice President and President, HERC since July 1997 and as the Executive Vice President and President, HERC, of Hertz Holdings since June 2006. From September 1991 until June 1997, he served as Division Vice President, Field Operations, HERC and has served in various other operations and financial positions with us since 1979.

Mr. Taride has served as the Executive Vice President and President, Hertz Europe Limited since January 2004 and as the Executive Vice President and President, Hertz Europe Limited, of Hertz Holdings since June 2006. From January 2003 until December 2003, he served as Vice President and President, Hertz Europe Limited. From April 2000 until December 2002, he served as Vice President and General Manager, Rent A Car, Hertz Europe Limited. From July 1998 to March 2000, he was General Manager, Rent A Car France and HERC Europe. Previously, he served in various other operating positions in Europe from 1980 to 1983 and from 1985 to 1998.

Mr. Rolfe has served as the Senior Vice President, General Counsel and Secretary of Hertz Holdings since June 2006. He served as the General Counsel and Secretary of Hertz Holdings from December 2005 until June 2006 and as the Senior Vice President, General Counsel and Secretary of Hertz since May 1999. He served as the Senior Vice President and General Counsel of Hertz from October 1998 to May 1999. Previously he served as Vice President and General Counsel, Corporate Property Investors, New York, New York from June 1991 until September 1998.

Mr. Shafer has served as the Senior Vice President, Quality Assurance & Administration for Hertz since January 2003 and as the Senior Vice President, Quality Assurance & Administration of Hertz Holdings since June 2006. From February 1998 until December 2002, he had served as Vice President and President, Hertz Europe Limited. From January 1991 until January 1998, he was Division Vice President, Western Region Rent A Car Operations for Hertz. He served in various other operating positions with Hertz from 1966 to 1990.

Mr. Foti has served as the Controller of Hertz Holdings since December 21, 2005 and as the Staff Vice President and Controller of Hertz since July 1997. Previously he served as Staff Vice President, Internal Audit for Hertz from February 1990 until June 1997. Previously he served in various other financial positions with us since 1978.

Ms. Douglas has served as the Treasurer of Hertz Holdings and Hertz since July 2006. Prior to joining Hertz Holdings and Hertz, Ms. Douglas served as Treasurer of Coty Inc. from December 1999 until July 2006. Previously, Ms. Douglas served as an Assistant Treasurer of Nabisco from June 1995 until December 1999.

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PART II

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock began trading on the NYSE on November 16, 2006. On March 27, 2007, there were 402 registered holders of our common stock. The following table sets forth, for the period indicated, the highest and lowest closing sale price for our common stock since our initial public offering, or “IPO,” as reported by the NYSE:

2006	High		Low
4th Quarter (commencing November 16, 2006)	$	17.39	$	14.75

There were no repurchases of our equity securities by us or on our behalf during the fourth quarter of 2006 and we do not have a formal or publicly announced stock repurchase program.

CURRENT DIVIDEND POLICY

We do not expect to pay dividends on our common stock for the foreseeable future. The agreements governing our indebtedness restrict our ability to pay future dividends. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Financing.”

PRE-IPO DIVIDENDS

On June 30, 2006, we paid special dividends of $4.32 per share to the holders of our common stock, totaling approximately $999.2 million. On November 21, 2006, we paid a special cash dividend to holders of record of our common stock immediately prior to the IPO in an amount of $1.12 per share, or approximately $260.3 million in the aggregate.

USE OF PROCEEDS FROM REGISTERED SECURITIES

On November 15, 2006, we registered 88,235,000 shares of our common stock for an aggregate offering price of $1,323.5 million in our initial public offering. On November 21, 2006 we closed the sale of our common stock at a price of $15.00 per share in an underwritten initial public offering. This offering was effected pursuant to a Registration Statement on Form S-1 (File No. 333-135782), which the Securities and Exchange Commission declared effective on November 15, 2006. Goldman, Sachs & Co., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as managing underwriters in the offering. Of the $1,323.5 million of gross proceeds raised in the offering:

·approximately $56.2 million was paid to the underwriters in connection with the underwriting discount;

·approximately $7.0 million was used in connection with offering expenses, printing fees, listing fees, filing fees, accounting fees and legal fees;

·approximately $1,000.0 million was used to repay borrowings outstanding under the Hertz Holdings Loan Facility and to pay related fees and expenses; and

·approximately $260.3 million was used to pay special cash dividends of $1.12 per share on November 21, 2006 to stockholders of record of Hertz Holdings immediately prior to the initial public offering.

RECENT SALES OF UNREGISTERED SECURITIES

None

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RECENT PERFORMANCE

The following graph compares the cumulative total stockholder return on Hertz Global Holdings, Inc. Common Stock with the Russell 1000 Index and the Hemscott Industry Group 761 - Rental & Leasing Services. The Russell 1000 Index is included because it is comprised of the 1,000 largest publicly traded issuers and has a median total market capitalization of approximately $5 billion which is similar to our total market capitalization. The Hemscott Industry Group 761 - Rental & Leasing Services is a published, market capitalization-weighted index representing 24 stocks of companies that rent or lease various durable goods to the commercial and consumer market including cars and trucks, medical and industrial equipment, appliances, tools and other miscellaneous goods, including Hertz Global Holdings, Inc., ABG, DTG and URI.

The results are based on an assumed $100 invested on November 15, 2006, at the market close, through December 31, 2006.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG HERTZ GLOBAL HOLDINGS,
RUSSELL 1000 INDEX AND HEMSCOTT GROUP INDEX

ASSUMES DIVIDEND REINVESTMENT
FISCAL YEAR ENDING DECEMBER 31, 2006

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Equity Compensation Plan Information

The following table summarizes the securities authorized for issuance pursuant to our equity compensation plans as of December 31, 2006:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders		15,748,354		$	5.85		12,751,646
Equity compensation plans not approved by securityholders		—		N/A			—
Total		15,748,354		$	5.85		12,751,646

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ITEM 6.SELECTED FINANCIAL DATA

The following table presents selected consolidated financial information and other data for our business. The selected consolidated statement of operations data for the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 and the selected consolidated balance sheet data as of December 31, 2006 and 2005 presented below were derived from our consolidated financial statements and the related notes thereto included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

You should read the following information in conjunction with the section of this Annual Report entitled “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

	Successor								Predecessor
					For the Periods From
(In millions of dollars, except per share data)	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004				Year ended December 31, 2003				Year ended December 31, 2002
Statement of Operations Data
Revenues:
Car rental		$	6,273.6			$	129.4			$	5,820.5			$	5,430.8			$	4,819.3			$	4,537.6
Equipment rental		1,672.1				22.5				1,392.4				1,162.0				1,037.8				1,018.7
Other(a)		112.7				2.6				101.8				83.2				76.6				82.1
Total revenues		8,058.4				154.5				7,314.7				6,676.0				5,933.7				5,638.4
Expenses:
Direct operating		4,476.0				103.0				4,086.3				3,734.4				3,316.1				3,093.0
Depreciation of revenue earning equipment(b)		1,757.2				43.8				1,555.9				1,463.3				1,523.4				1,499.5
Selling, general and administrative		723.9				15.1				623.4				591.3				501.7				463.1
Interest, net of interest income(c)		900.7				25.8				474.2				384.4				355.0				366.4
Total expenses		7,857.8				187.7				6,739.8				6,173.4				5,696.2				5,422.0
Income (loss) before income taxes and minority interest		200.6				(33.2		)		574.9				502.6				237.5				216.4
(Provision) benefit for taxes on income(d)		(68.0		)		12.2				(191.3		)		(133.9		)		(78.9		)		(72.4		)
Minority interest		(16.7		)		(0.3		)		(12.3		)		(3.2		)		—				—
Income (loss) before cumulative effect of change in accounting principle		115.9				(21.3		)		371.3				365.5				158.6				144.0
Cumulative effect of change in accounting principle(e)		—				—				—				—				—				(294.0		)
Net income (loss)		$	115.9			$	(21.3	)		$	371.3			$	365.5			$	158.6			$	(150.0	)
Weighted average shares outstanding (in millions)(f)
Basic		242.5				229.5				229.5				229.5				229.5				229.5
Diluted		243.4				229.5				229.5				229.5				229.5				229.5
Earnings (loss) per share(f)
Basic		$	0.48			$	(0.09	)		$	1.62			$	1.59			$	0.69			$	(0.65	)
Diluted		$	0.48			$	(0.09	)		$	1.62			$	1.59			$	0.69			$	(0.65	)
Other Financial Data
Net non-fleet capital expenditures		$	159.8			$	7.3			$	261.9			$	227.1			$	172.1			$	189.2

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	Successor					Predecessor
	December 31,
	2006		2005			2004		2003		2002
Balance Sheet Data
Cash and equivalents and short-term investments	$	674.5		$	843.9	$	1,235.0	$	1,110.1	$	601.3
Total assets(g)	18,677.4			18,580.9		14,096.4		12,579.0		11,128.9
Total debt	12,276.2			12,515.0		8,428.0		7,627.9		7,043.2
Stockholders’ equity(h)	2,534.6			2,266.2		2,670.2		2,225.4		1,921.9

(a)Includes fees and certain cost reimbursements from our licensees and revenues from our car leasing operations and third-party claim management services.

(b)For the year ended December 31, 2006, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005, depreciation of revenue earning equipment was reduced by $13.1 million, $1.2 million and $33.8 million, respectively, resulting from the net effects of changing depreciation rates to reflect changes in the estimated residual value of revenue earning equipment. For the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005, and the years ended December 31, 2004, 2003 and 2002, depreciation of revenue earning equipment includes net gains of $35.9 million, $2.1 million, $68.3 million, $57.2 million, a net loss of $0.8 million and a net gain of $10.8 million, respectively, from the disposal of revenue earning equipment.

(c)For the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005, and the years ended December 31, 2004, 2003 and 2002, interest income was $42.6 million, $1.1 million, $36.1 million, $23.7 million, $17.9 million and $10.3 million, respectively.

(d)For the year ended December 31, 2006, we established valuation allowances of $9.8 million relating to the realization of deferred tax assets attributable to net operating losses and other temporary differences in certain European countries. Additionally, certain tax reserves were recorded for certain federal and state contingencies. The Predecessor period ended December 20, 2005 includes the reversal of a valuation allowance on foreign tax credit carryforwards of $35.0 million (established in 2004) and favorable foreign tax adjustments of $5.3 million relating to periods prior to 2005, partly offset by a $31.3 million provision relating to the repatriation of foreign earnings. The Predecessor period ended December 31, 2004 includes benefits of $46.6 million relating to net adjustments to federal and foreign tax accruals.

(e)Cumulative effect of change in accounting principle represents a non-cash charge for the year ended December 31, 2002, related to impairment of goodwill in our equipment rental business, recognized in accordance with the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.”

(f)Amounts for the Successor period ended December 31, 2005 and the Predecessor periods are computed based upon 229,500,000 shares of common stock outstanding immediately after the Acquisition applied to our historical net income (loss) amounts. Amounts for the Successor year ended December 31, 2006 are computed based on the weighted average shares outstanding during the period applied to our historical net income (loss) amount. Due to the changes in our capital structure, historical share and per share data will not be comparable to, or meaningful in the context of, future periods.

(g)Substantially all of our revenue earning equipment, as well as certain related assets, are owned by special purpose entities, or are subject to liens in favor of our lenders under our Senior ABL Facility, our asset-backed securities program, our International Fleet Debt Facilities or the fleet financing facility relating to our car rental fleet in Hawaii, Kansas, Puerto Rico and St. Thomas, the U.S. Virgin Islands. Substantially all our other assets in the United States are also subject to liens in favor of our lenders under our Senior Credit Facilities, and substantially all our other assets outside the United States are (with certain limited exceptions) subject to liens in favor of our lenders under our International Fleet Debt Facilities or (in the case of our Canadian HERC business) our Senior ABL Facility. None of such assets are available to satisfy the claims of our general creditors. For a description of those facilities, see “Item 7—Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Liquidity and Capital Resources.”

(h)Includes equity contributions totaling $2,295 million to Hertz Holdings from investment funds associated with or designated by the Sponsors on or prior to December 21, 2005, net proceeds from the sale of stock to employees and the initial public offering of approximately $1,284.5 million and the payment of special cash dividends to our stockholders of approximately $999.2 million on June 30, 2006 and approximately $260.3 million on November 21, 2006.

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ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition covers periods prior to the consummation of the Transactions. Accordingly, the discussion and analysis of historical periods prior to the year ended December 31, 2006 does not reflect the significant impact that the Transactions had on us, including significantly increased leverage and liquidity requirements. The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Item 1A—Risk Factors.” The following discussion and analysis provides information that we believe to be relevant to an understanding of our consolidated financial condition and results of operation. Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Cautionary Note Regarding Forward-Looking Statements,” “Item 1A—Risk Factors,” “Item 6—Selected Financial Data” and our consolidated financial statements and related notes included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Overview

We are engaged principally in the business of renting cars and renting equipment.

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

·Car rental revenues (revenues from all company-operated car 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 the sale of loss or collision damage waivers, liability insurance coverage and other products);

·Equipment rental revenues (revenues from all company-operated equipment rental operations, including amounts charged to customers for the fueling and delivery of equipment and sale of loss damage waivers); and

·Other revenues (fees and certain cost reimbursements from our licensees and revenues from our car leasing operations and our third-party claim management services).

Our equipment rental business also derives revenues from the sale of new equipment and consumables.

Our expenses primarily consist of:

·Direct operating expenses (primarily wages and related benefits; commissions and concession fees paid to airport authorities, travel agents and others; facility, self-insurance and reservations costs; the cost of new equipment and consumables purchased for resale; and other costs relating to the operation and rental of revenue earning equipment, such as damage, maintenance and fuel costs);

·Depreciation expense relating to revenue earning equipment (including net gains or losses on the disposal of such equipment). Revenue earning equipment includes cars and equipment;

·Selling, general and administrative expenses (including advertising); and

·Interest expense, net of interest income.

The car and equipment rental industries are significantly influenced by general economic conditions. The car rental industry is also significantly influenced by developments in the travel industry, and,

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particularly, in airline passenger traffic. Our profitability is primarily a function of the volume and pricing of rental transactions and the utilization of cars and equipment. Significant changes in the purchase price of cars and equipment or interest rates can also have a significant effect on our profitability depending on our ability to adjust pricing for these changes. In the United States, increases of approximately 17% in monthly per-car depreciation costs for 2006 model year program cars began to adversely affect our results of operations in the fourth quarter of 2005, as those cars began to enter our fleet. On a comparable basis, we expect 2007 model year program vehicle depreciation costs to rise approximately 20% and per-car depreciation costs for 2007 model year U.S. risk cars to decline slightly. As a consequence of those changes in per-car costs, as well as the larger proportion of our U.S. fleet we expect to purchase as risk cars and other actions we expect to take to mitigate program car cost increases, we expect our net per-car depreciation costs for 2007 model year cars in the United States will increase by approximately 5% from our net per-car depreciation costs for 2006 model year U.S. cars. We began to experience the impact of those cost changes and mitigation actions in the fourth quarter of 2006, as substantial numbers of 2007 model year cars began to enter our U.S. rental fleet. Our business requires significant expenditures for cars and equipment, and consequently we require substantial liquidity to finance such expenditures.

Our car rental and equipment rental operations are seasonal businesses, with decreased levels of business in the winter months and heightened activity during the spring and summer. We have the ability to dynamically manage fleet capacity, the most significant portion of our cost structure, to meet market demand. For instance, to accommodate increased demand, we increase our available fleet and staff during the second and third quarters of the year. As business demand declines, fleet 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 efficiency initiatives and use of our information systems, to help manage our variable costs. Approximately two-thirds of our typical annual operating costs represent variable costs, while the remaining one-third are fixed or semi-fixed. We also maintain a flexible workforce, with a significant number of part time and seasonal workers. However, certain operating expenses, including minimum concession fees, rent, insurance, and administrative overhead, remain fixed and cannot be adjusted for seasonal demand.

As part of our effort to implement our strategy of reducing operating costs, we are evaluating our workforce and operations and making adjustments, including headcount reductions and process improvements to optimize work flow at rental locations and maintenance facilities as well as streamlining our back-office operations, that we believe are necessary and appropriate. When we make adjustments to our workforce and operations, we may incur incremental expenses that delay the benefit of a more efficient workforce and operating structure, but we believe that increasing our operating efficiency and reducing the costs associated with the operation of our business are important to our long-term competitiveness.

On January 5, 2007, we announced the first in a series of initiatives to further improve our competitiveness through targeted job reductions affecting approximately 200 employees primarily at our corporate headquarters in Park Ridge, New Jersey and our U.S. service center in Oklahoma City. These reductions are expected to result in annualized savings of up to $15.8 million. We expect to incur an estimated $3.3 million to $3.8 million restructuring charge in the first quarter of 2007 for severance and related costs arising from these reductions.

On February 28, 2007, we announced the second initiative to further improve our competitiveness and industry leadership through targeted job reductions affecting approximately 1,350 employees primarily in our U.S. car rental operations, with much smaller reductions occurring in U.S. equipment rental operations, the corporate headquarters in Park Ridge, New Jersey, and the U.S. service center in Oklahoma City, as well as in Canada, Puerto Rico, Brazil, Australia and New Zealand. These

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reductions are expected to result in annualized savings of up to $125.0 million. We expect to incur an estimated $9.0 million to $11.0 million restructuring charge in the first quarter of 2007 for severance and related costs arising from these reductions.

Further cost reduction initiatives are in process. We currently anticipate incurring future charges to earnings in connection with those initiatives; however, we have not yet developed detailed estimates of these expenses.

In the United States, industry revenues from airport rentals only in 2004 returned to levels seen before the 2001 recession and the September 11, 2001 terrorist attacks. For the year ended December 31, 2006, based on publicly available information, we believe some U.S. car rental companies experienced transaction day growth and pricing increases compared to comparable prior periods. For the year ended December 31, 2006, we experienced a less than one percentage point volume decline versus the prior period in the U.S., while pricing was up over three percentage points. The volume decline was the result of a reduction in fleet volume given significant fleet cost increases, higher leisure pricing for the period from March through May 2006 and the difficult comparison in the quarter ending December 31, 2006 due to the extraordinarily high volumes of post-hurricane rentals in the Gulf Coast and Florida areas in 2005. During the year ended December 31, 2006, we experienced low to mid single digit transaction day growth in our European operations and our car rental pricing was above the level of our pricing during the year ended December 31, 2005.

In the three years ended December 31, 2006, we increased the number of our off-airport rental locations in the United States by approximately 32% to approximately 1,380 locations. Revenues from our U.S. off-airport operations grew during the same period, representing $885.2 million, $843.7 million, $697.4 and $576.9 million of our total car rental revenues in the years ended December 31, 2006, 2005, 2004 and 2003, respectively. In 2007 and subsequent years our strategy may include selected openings of new off-airport locations, the disciplined evaluation of existing locations and the pursuit of same-store sales growth. When we open a new off-airport location, we incur a number of costs, including those relating to site selection, lease negotiation, recruitment of employees, selection and development of managers, initial sales activities and integration of our systems with those of the companies who will reimburse the location’s replacement renters for their rentals. A new off-airport location, once opened, takes time to generate its full potential revenues, and as a result revenues at new locations do not initially cover their start-up costs and often do not, for some time, cover the costs of their ongoing operation.

From 2001 to 2003, the equipment rental industry experienced downward pricing, measured by the rental rates charged by rental companies. For the years ended December 31, 2004, 2005 and 2006, we believe industry pricing, measured in the same way, improved in the United States and Canada and only started to improve towards the end of 2005 in France and Spain. HERC also experienced higher equipment rental volumes worldwide for the years ended December 31, 2005 and 2006. HERC slightly contracted its network of equipment rental locations during the 2001 to 2003 downturn in construction activities. HERC added five new locations in the United States in 2004 and six new locations in 2005. During the year ended December 31, 2006, HERC added ten new U.S. locations and two new Canadian locations. HERC expects to add approximately 15 to 20 additional new locations in the United States and three additional locations in Canada in 2007. In its U.S. expansion, we expect HERC will incur non-fleet start-up costs of approximately $0.6 million per location and additional fleet acquisition costs over an initial twelve-month period of approximately $5.4 million per location.

Property damage and business interruption from the 2005 hurricanes in Florida and other Gulf Coast states did not have a material effect on our results of operations for the year ended December 31, 2005.

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Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or “GAAP.” The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts in our financial statements and accompanying notes.

We believe the following critical accounting policies affect the more significant judgments and estimates used in the preparation of our financial statements and changes in these judgments and estimates may impact our future results of operations and financial condition. For additional discussion of our accounting policies, see Note 1 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Revenue Earning Equipment

Our principal assets are revenue earning equipment, which represented approximately 53% of our total assets as of December 31, 2006. Revenue earning equipment consists of vehicles utilized in our car rental operations and equipment utilized in our equipment rental operations. For the year ended December 31, 2006, 64% of the vehicles purchased for our U.S. and international car rental fleet were subject to repurchase by automobile manufacturers under contractual repurchase and guaranteed depreciation programs, subject to certain manufacturers’ car condition and mileage requirements, at a specific price during a specified time period. These programs limit our residual risk with respect to vehicles purchased under the programs. For all other vehicles, as well as equipment acquired by our equipment rental business, we use historical experience and monitor market conditions to set depreciation rates. When revenue earning equipment is acquired, we estimate the period that we will hold the asset. Depreciation is recorded on a straight-line basis over the estimated holding period, with the objective of minimizing gain or loss on the disposition of the revenue earning equipment. Depreciation rates are reviewed on an ongoing 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. Upon disposal of the revenue earning equipment, depreciation expense is adjusted for the difference between the net proceeds received and the remaining net book value. As market conditions change, we adjust our depreciation rates prospectively, over the remaining holding period, to reflect these changes in market conditions. See Note 7 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Public Liability and Property Damage

The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment 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 actuarial evaluations of historical accident claim experience and trends, as well as future projections of ultimate losses, expenses, premiums and administrative costs. The adequacy of the liability is regularly monitored based on evolving accident claim history. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results.

Pensions

Our employee pension costs and obligations are dependent on our assumptions used by actuaries in calculating such amounts. These assumptions include discount rates, salary growth, long-term return

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on plan assets, retirement rates, mortality rates and other factors. Actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such future periods. While we believe that the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect our pension costs and obligations.

In September 2006, the FASB issued Statement of Financial Accounting Standards, or “SFAS” No. 158, or “SFAS No. 158,” “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires employers to fully recognize the obligations associated with single-employer defined benefit pension plans, retiree healthcare and other postretirement plans in their financial statements. The provisions of SFAS No. 158 were effective as of our fiscal year ending December 31, 2006. The effect of applying SFAS No. 158 as of December 31, 2006 was as follows (in thousands of dollars):

	Before application of SFAS No. 158			Adjustments Increase (Decrease)				After application of SFAS No. 158
Accrued salaries and other compensation		$	474,777		$	(11,311	)		$	463,466
Deferred taxes on income		1,796,200			4,873				1,801,073
Total liabilities		16,134,464			(6,438		)		16,128,026
Accumulated other comprehensive income		88,090			6,438				94,528
Total stockholders’ equity		2,528,124			6,438				2,534,562

See Note 5 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Goodwill and Other Intangible Assets

We review goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount of the goodwill may not be recoverable, and also review goodwill annually in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.” Our annual review is conducted in the second quarter of each year. Under SFAS No. 142, goodwill impairment is deemed to exist if the carrying value of goodwill exceeds its fair value. In addition, SFAS No. 142 requires that goodwill be tested at least annually using a two-step process. The first step is to identify any potential impairment by comparing the carrying value of the reporting unit to its fair value. If a potential impairment is identified, the second step is to compare the implied fair value of goodwill with its carrying amount to measure the impairment loss. We estimate the fair value of our reporting units using a discounted cash flow methodology. A significant decline in the projected cash flows used to determine fair value could result in a goodwill impairment charge.

The Acquisition was recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the Acquisition date. Consequently, as a result of the Acquisition, we have recognized significant intangible assets. In accordance with SFAS No. 142, we reevaluate the estimated useful lives of our intangible assets annually or as circumstances change. Those intangible assets considered to have indefinite useful lives are evaluated for impairment on an annual basis, by comparing the fair value of the intangible asset to its carrying value. In addition, whenever events or changes in circumstances indicate that the carrying value of intangible assets might not be recoverable, we will perform an impairment review. We estimate the fair value of our intangible assets using a discounted cash flow methodology. Intangible assets with finite useful lives are amortized over their respective estimated useful lives and reviewed for impairment in accordance with SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.”

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Our estimates are based upon historical trends, management’s knowledge and experience and overall economic factors. While we believe our estimates are reasonable, different assumptions regarding items such as future cash flows and volatility in the markets we serve could affect our evaluations and result in an impairment charge to the carrying amount of our goodwill and our intangible assets.

See Note 2 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

During 2006, a third party was engaged to perform a comprehensive analysis of our deferred taxes in order to remediate a significant deficiency noted during the 2005 testing of internal controls over financial reporting related to income taxes. The domestic deferred tax analysis was finalized in the fourth quarter of 2006 and resulted in a $159.4 million decrease to our deferred tax liability and a $156.3 million decrease to our goodwill. We have determined that these adjustments were not material to our current or previously issued consolidated financial statements.

See Note 8 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board, or the “FASB,” revised its SFAS, No. 123, with SFAS No. 123R, “Share-Based Payment.” The revised statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is to be recognized over the period during which the employee is required to provide service in exchange for the award. We have accounted for our employee stock-based compensation awards in accordance with SFAS No. 123R. As disclosed in Note 6 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data,” we estimated the fair value of options issued at the date of grant using a Black-Scholes option-pricing model, which includes assumptions related to volatility, expected term, dividend yield, risk-free interest rate and forfeiture rate. The non-cash stock-based compensation expense associated with the Hertz Holdings Stock Incentive Plan is pushed down from Hertz Holdings and recorded on the books at the Hertz level.

As described under “—Hertz Holdings Stock Incentive Plan,” Hertz Holdings granted or modified options to purchase shares of its common stock and sold shares of its common stock to certain of its employees in May, June and August of 2006. Our management and the compensation committee of our Board of Directors determined that the fair value per share of our common stock was $10.00 ($4.56 after giving effect to special cash dividends paid on June 30, 2006 and November 21, 2006) as of May 15, 2006, $12.00 per share ($6.56 after giving effect to special cash dividends paid on June 30, 2006 and November 21, 2006) as of June 30, 2006 and $6.56 as of August 15, 2006 (after adjustment for the special cash dividend paid on November 21, 2006). Determining the fair value of our common stock as of each of these dates required making subjective judgments. Hertz engaged an independent valuation specialist to perform a valuation of the common stock of Hertz Holdings as of

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May 15, 2006, June 30, 2006 and August 15, 2006 to assist management and the compensation committee of our Board of Directors in connection with the determination of the fair market value of our common stock as of these dates.

Several events that occurred over the period from late August through September 2006, as well as the proximity of the then-proposed initial public offering of our common stock, led us to reconsider the method used for estimating the fair value of our common stock under SFAS No. 123R as of August 15, 2006, and we have subsequently determined that the fair value of our common stock as of August 15, 2006 should be $16.37 per share, rather than $7.68 ($6.56 after adjustment for the special cash dividend paid on November 21, 2006) as had originally been determined at that time. In determining the fair value per share of our common stock as of the August 15, 2006 date, we placed significantly greater weight on these additional events than on the valuation report prepared by the independent valuation specialist as of August 15, 2006.

The events that led us to reconsider the fair value of our common stock as of August 15, 2006, in addition to the proximity of the offering, include the emergence of an actively traded car rental industry participant comparable in size to us, ABG, and the related increase in analyst coverage of the car rental industry, with the associated emergence of coverage that includes fully developed, forward-looking income statement, balance sheet and revenue models and price targets and multiples for industry participants that utilize a more standardized valuation metric that utilizes measures similar to what Hertz Holdings refers to as “Corporate EBITDA.” Before ABG’s emergence as a stand-alone public company and the industry research that has been associated with it, there was limited forward-looking industry trend information or valuation information available to provide forward-looking valuation benchmarks for companies in the car rental industry. This situation changed in August and September 2006 as analysts from major investment banking firms developed detailed projections models and provided their views of industry trends. Also in September 2006, analysts from two major investment banking firms each published their views with respect to trends in the car rental industry and of the appropriate valuation for ABG, including forward-looking price targets for ABG’s stock. Each of these factors was also considered important when determining the initial public offering price range for our common stock.

We determined the fair value of our common stock as of August 15, 2006 for financial reporting purposes by applying a marketability discount, reflecting the likelihood and timing of the successful completion of the then-proposed initial public offering of our common stock as of August 15, 2006, to the assumed initial public offering price range of $16.00 or $18.00 per share.

The options granted on August 15, 2006 were issued at strike prices of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006), $10.68 per share ($9.56 after adjustment for the special cash dividend paid on November 21, 2006) and $15.68 per share ($14.56 after adjustment for the special cash dividend paid on November 21, 2006), and we will record compensation expense totaling $19.0 million based on a fair value per share of $16.37 that will be amortized over the service period that began on the grant date. We also recognized compensation expense of $13.2 million associated with the difference between the price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006) paid for the stock issued on August 15, 2006 and the reassessed fair value per share of $16.37 in the third quarter of 2006.

Because the shares sold in May 2006 were issued at a price at least equal to the fair market value of our common stock on the date of the issuances, we were not required to recognize compensation expense associated with these issuances. The compensation expense for the stock options we issued in May and June 2006 was initially determined to be $72.9 million, which we will recognize over the service period that began on the grant dates. As a result of a modification of these options made in June 2006 in connection with the special cash dividend paid on June 30, 2006, an additional $14.1 million of compensation expense will also be recognized over the remaining service period of the

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options. In June 2006 we sold shares to Craig R. Koch, our former Chief Executive Officer, for less than their fair value as determined as of the date of issuance, and recognized compensation expense of $0.2 million as a result. See “—Hertz Holdings Stock Incentive Plan.”

If the fair value of our common stock exceeded the May 2006 option strike price by $1.00, we would have had to record additional compensation expense of $10.8 million in the aggregate over the service period of those options beginning in the second quarter of 2006, as well as a charge of $1.8 million in the aggregate as compensation expense associated with the May 2006 stock sales, the full amount of which would have been required to be recorded in the second quarter of 2006. If the fair value of our common stock had been $1.00 higher at the time of the special cash dividend paid on June 30, 2006, we would have had to recognize additional expense, related to the modification of the exercise price of the options, of $1.5 million, to be amortized over the service period of those options.

Prior to the consummation of the initial public offering of the common stock of Hertz Holdings on November 21, 2006, Hertz Holdings declared a special cash dividend, to be paid promptly following the completion of the offering. In connection with the special cash dividend, Hertz Holdings’ outstanding stock options were adjusted to preserve the intrinsic value of the options, consistent with applicable tax law and the terms of the Stock Incentive Plan. The Board approved this modification on October 12, 2006. Beginning on that date, the cost of the modification was recognized ratably over the remainder of the requisite service period for each grant. Because the modification was effective before the amount of the dividend was known, the cost of the modification reflected the assumption that the dividend would be funded by the proceeds to Hertz Holdings from the sale of the common stock after deducting underwriting discounts and commissions and offering expenses. The assumed proceeds from the sale of the common stock were determined by assuming an offering price equivalent to the midpoint of the range set forth on the cover page of the initial public offering prospectus (or $17.00 per share) and resulted in an estimated dividend of $1.83 per share. The actual dividend declared was $1.12 per share. We will recognize incremental compensation cost of $14.2 million related to the cost of modifying the exercise prices of the stock options for the special cash dividend paid on November 21, 2006 over the remainder of the five-year requisite service period. This charge is based on the estimated dividend, rather than the actual dividend paid.

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Results of Operations

In the following discussion, comparisons are made between the years ended December 31, 2006 and December 31, 2005 (combined) and December 31, 2005 (combined) and December 31, 2004, notwithstanding the presentation in our consolidated statements of operations for the year ended December 31, 2006, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005. A split presentation of an annual period is required under GAAP when a change in accounting basis occurs. Consequently, the combined presentation for 2005 is not a recognized presentation under GAAP. Accounting for an acquisition requires that the historical carrying values of assets acquired and liabilities assumed be adjusted to fair value. A resulting higher cost basis associated with the allocation of the purchase price impacts post-acquisition period results, which impacts period-to-period comparisons. We believe a discussion of the separate periods presented for the year ended December 31, 2005 in our consolidated statements of operations may impede understanding of our operating performance. The impact of the Acquisition on the 11-day Successor period ended December 31, 2005 does not materially affect the comparison of the annual periods and, accordingly, we have prepared the discussion of our results of operations by comparing the year ended December 31, 2005 (combined) with the year ended December 31, 2006 and 2004 without regard to the differentiation between Predecessor and Successor results of operations for the Predecessor period ended December 20, 2005 and the Successor period ended December 31, 2005.

	Successor				Combined				Successor				Predecessor
									For the periods from
(In thousands of dollars)	Year Ended December 31, 2006				Year Ended December 31, 2005				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Revenues:
Car rental		$	6,273,612			$	5,949,921			$	129,448			$	5,820,473			$	5,430,805
Equipment rental		1,672,093				1,414,891				22,430				1,392,461				1,161,955
Other		112,700				104,402				2,591				101,811				83,192
Total revenues		8,058,405				7,469,214				154,469				7,314,745				6,675,952
Expenses:
Direct operating		4,475,974				4,189,302				102,958				4,086,344				3,734,361
Depreciation of revenue earning equipment		1,757,202				1,599,689				43,827				1,555,862				1,463,258
Selling, general and administrative		723,921				638,553				15,167				623,386				591,317
Interest, net of interest income		900,657				499,982				25,735				474,247				384,464
Total expenses		7,857,754				6,927,526				187,687				6,739,839				6,173,400
Income (loss) before income taxes and minority interest		200,651				541,688				(33,218		)		574,906				502,552
(Provision) benefit for taxes on income		(67,994		)		(179,089		)		12,243				(191,332		)		(133,870		)
Minority interest		(16,714		)		(12,622		)		(371		)		(12,251		)		(3,211		)
Net income (loss)		$	115,943			$	349,977			$	(21,346	)		$	371,323			$	365,471

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The following table sets forth for each of the periods indicated, the percentage of total revenues represented by the various line items in our consolidated statements of operations:

	Successor			Combined			Successor			Predecessor
							For the periods from
	Year Ended December 31, 2006			Year Ended December 31, 2005			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Revenues:
Car rental		77.9	%		79.7	%		83.8	%		79.6	%		81.3	%
Equipment rental		20.7			18.9			14.5			19.0			17.4
Other		1.4			1.4			1.7			1.4			1.3
Total revenues		100.0			100.0			100.0			100.0			100.0
Expenses:
Direct operating		55.5			56.1			66.6			55.9			55.9
Depreciation of revenue earning equipment		21.8			21.4			28.4			21.3			21.9
Selling, general and administrative		9.0			8.5			9.8			8.5			8.9
Interest, net of interest income		11.2			6.7			16.7			6.4			5.8
Total expenses		97.5			92.7			121.5			92.1			92.5
Income (loss) before income taxes and minority interest		2.5			7.3			(21.5	)		7.9			7.5
(Provision) benefit for taxes on income		(0.9	)		(2.4	)		7.9			(2.6	)		(2.0	)
Minority interest		(0.2	)		(0.2	)		(0.2	)		(0.2	)		—
Net income (loss)		1.4	%		4.7	%		(13.8	)%		5.1	%		5.5	%

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The following table sets forth certain of our selected car rental, equipment rental and other operating data for each of the periods indicated:

	Successor			Combined			Predecessor
	Years Ended, or as of December 31,
	2006			2005			2004
Selected Car Rental Operating Data:
Worldwide transaction days (in thousands)(a)	123,462			122,102				115,246
Domestic	85,931			86,116				81,262
International	37,531			35,986				33,984
Worldwide rental rate revenue per transaction day(b)	$	43.15		$	42.03			$	41.92
Domestic	$	43.86		$	42.43			$	41.85
International	$	41.53		$	41.10			$	42.10
Worldwide average number of company-operated cars during the period	438,100			438,800				414,700
Domestic	296,400			301,400				285,500
International	141,700			137,400				129,200
Worldwide revenue earning equipment, net (in millions of dollars)	$	7,366.4		$	7,399.5			$	7,597.2
Selected Worldwide Equipment Rental Operating Data:
Rental and rental related revenue (in millions of dollars)(c)	$	1,462.6		$	1,254.3			$	1,032.5
Same store revenue growth(d)	16.8		%	21.6		%		13.3		%
Average acquisition cost of rental equipment operated during the period (in millions of dollars)	$	3,018.3		$	2,588.0			$	2,305.7
Revenue earning equipment, net (in millions of dollars)	$	2,439.1		$	2,075.5			$	1,525.7
Other Operating Data:
Cash flows from operating activities (in million of dollars)	$	2,614.6		$	1,458.6			$	2,251.4
EBITDA (in millions of dollars)(e)	3,100.7			2,819.5				2,525.3
Corporate EBITDA (in millions of dollars)(e)	1,378.7			1,141.3				N/A

(a)Transaction days represents the total number of days that vehicles were on rent in a given period.

(b)Car rental rate revenue consists of all revenue, net of discounts, associated with the rental of cars including charges for optional insurance products, but excluding revenue derived from fueling and concession and other expense pass-throughs, NeverLost units and certain ancillary revenue. Rental rate revenue per transaction day is calculated as total rental rate revenue, divided by the total number of transaction days, with all periods adjusted to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to management as it represents the best measurement of the changes in underlying pricing in the car rental business and encompasses the elements in car rental pricing that management has the ability to control. The following table reconciles our car rental revenue to our rental rate revenue and rental rate revenue per transaction day (in millions of dollars, except as noted):

	Successor			Combined			Predecessor
	Years Ended December 31,
	2006			2005			2004
Car rental revenue per statement of operations	$	6,273.6		$	5,949.9			$	5,430.8
Non-rental rate revenue	(836.8		)	(758.2		)		(561.4		)
Foreign currency adjustment	(109.5		)	(59.2		)		(37.8		)
Rental rate revenue	$	5,327.3		$	5,132.5			$	4,831.6
Transaction days (in thousands)	123,462			122,102				115,246
Rental rate revenue per transaction day (in whole dollars)	$	43.15		$	42.03			$	41.92

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(c)Equipment rental and rental related revenue consists of all revenue, net of discounts, associated with the rental of equipment including charges for delivery, loss damage waivers and fueling, but excluding revenue arising from the sale of equipment, parts and supplies and certain other ancillary revenue. Rental and rental related revenue is adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends. This statistic is important to our management as it is utilized in the measurement of rental revenue generated per dollar invested in fleet on an annualized basis and is comparable with the reporting of other industry participants. The following table reconciles our equipment rental revenue to our equipment rental and rental related revenue (in millions of dollars):

	Successor				Combined				Predecessor
	Year ended December 31,
	2006				2005				2004
Equipment rental revenue per statement of operations		$	1,672.1			$	1,414.9			$	1,162.0
Equipment sales and other revenue		(193.6		)		(158.8		)		(134.2		)
Foreign currency adjustment		(15.9		)		(1.8		)		4.7
Rental and rental related revenue		$	1,462.6			$	1,254.3			$	1,032.5

(d)Same store revenue growth represents the change in the current period total same store revenue over the prior period total same store revenue as a percentage of the prior period. The same store revenue amounts are adjusted in all periods to eliminate the effect of fluctuations in foreign currency. Our management believes eliminating the effect of fluctuations in foreign currency is appropriate so as not to affect the comparability of underlying trends.

(e)We present EBITDA and Corporate EBITDA in this report to provide investors with supplemental measures of our operating performance and liquidity and, in the case of Corporate EBITDA, information utilized in the calculation of the financial covenants under our senior credit facilities. EBITDA, as used in this report, is defined as consolidated net income before net interest expense, consolidated income taxes and consolidated depreciation and amortization. Corporate EBITDA differs from the term “EBITDA” as it is commonly used. Corporate EBITDA, as used in this report, means “EBITDA” as that term is defined under our senior credit facilities, which is generally consolidated net income before net interest expense (other than interest expense relating to certain car rental fleet financing), consolidated income taxes, consolidated depreciation (other than depreciation related to the car rental fleet) and amortization and before certain other items, in each case as more fully defined in the agreements governing our senior credit facilities. The other items excluded in this calculation include, but are not limited to: non-cash expenses and charges; extraordinary, unusual or non-recurring gains or losses; gains or losses associated with the sale or writedown of assets not in the ordinary course of business; certain management fees paid to the Sponsors; and earnings to the extent of cash dividends or distributions paid from non-controlled affiliates. Further, the covenants in our senior credit facilities are calculated using Corporate EBITDA for the most recent four fiscal quarters as a whole. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or for any complete fiscal year.

Management uses EBITDA and Corporate EBITDA as performance and cash flow metrics for internal monitoring and planning purposes, including the preparation of our annual operating budget and monthly operating reviews, as well as to facilitate analysis of investment decisions. In addition, both metrics are important to allow us to evaluate profitability and make performance trend comparisons between us and our competitors. Further, we believe EBITDA and Corporate

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EBITDA are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industries.

EBITDA is also used by management and investors to evaluate our operating performance exclusive of financing costs and depreciation policies. Further, because we have two business segments that are financed differently and have different underlying depreciation characteristics, EBITDA enables investors to isolate the effects on profitability of operating metrics such as revenue, operating expenses and selling, general and administrative expenses. In addition to its use to monitor performance trends, EBITDA provides a comparative metric to management and investors that is consistent across companies with different capital structures and depreciation policies. This enables management and investors to compare our performance on a consolidated basis and on a segment basis to that of our peers. In addition, our management uses consolidated EBITDA as a proxy for cash flow available to finance fleet expenditures and the costs of our capital structure on a day-to-day basis so that we can more easily monitor our cash flows when a full statement of cash flows is not available.

Corporate EBITDA also serves as an important measure of our performance. Corporate EBITDA for our car rental segment enables us to assess our operating performance inclusive of fleet management performance, depreciation assumptions and the cost of financing our fleet. In addition, Corporate EBITDA for our car rental segment allows us to compare our performance, inclusive of fleet mix and financing decisions, to the performance of our competitors. Since most of our competitors utilize asset-backed fleet debt to finance fleet acquisitions, this measure is relevant for evaluating our operating efficiency inclusive of our fleet acquisition and utilization. For our equipment rental segment, Corporate EBITDA provides an appropriate measure of performance because the investment in our equipment fleet is longer-term in nature than for our car rental segment and, therefore, Corporate EBITDA allows management to assess operating performance exclusive of interim changes in depreciation assumptions. Further, unlike our car rental segment, our equipment rental fleet is not financed through separate securitization-based fleet financing facilities, but rather through our corporate debt. Corporate EBITDA for our equipment rental segment is a key measure used to make investment decisions because it enables us to evaluate return on investments. For both segments, Corporate EBITDA provides a relevant profitability metric for use in comparison of our performance against our public peers, many of whom publicly disclose a comparable metric. In addition, we believe that investors, analysts and rating agencies consider EBITDA and Corporate EBITDA useful in measuring our ability to meet our debt service obligations and make capital expenditures. Several of our material debt covenants are based on financial ratios utilizing Corporate EBITDA and non-compliance with those covenants could result in the requirement to immediately repay all amounts outstanding under those agreements, which could have a material adverse effect on our results of operations, financial position and cash flows.

EBITDA and Corporate EBITDA are not recognized measurements under GAAP. When evaluating our operating performance or liquidity, investors should not consider EBITDA and Corporate EBITDA in isolation of, or as a substitute for, measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. EBITDA and Corporate EBITDA may have material limitations as performance measures because they exclude items that are necessary elements of our costs and operations. Because other companies may calculate EBITDA and Corporate EBITDA differently than we do, EBITDA may not be, and Corporate EBITDA as presented in this filing is not, comparable to similarly titled measures reported by other companies.

The calculation of Pro forma Corporate EBITDA in the table below reflects historical financial data except for car rental fleet interest and non-cash amortization of debt costs for the Predecessor periods presented which have been calculated on a pro forma basis to give effect to our new

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capital structure as if the fleet financings associated with the Transactions had occurred on January 1, 2005. This calculation may not be representative of the calculation of Corporate EBITDA under our senior credit facilities for any period prior to December 31, 2006 because consolidated interest expense (as defined in the agreements governing our senior credit facilities), a component of Corporate EBITDA, is calculated on a transitional basis until such date. For periods prior to December 31, 2006, Corporate EBITDA under this transitional formula would have been higher than the amount shown in the table below. Accordingly, we believe that the presentation of this amount would be misleading to investors and have instead provided what we believe to be a more meaningful calculation of Corporate EBITDA.

Borrowings under our senior credit facilities are a key source of our liquidity. Our ability to borrow under these senior credit facilities depends upon, among other things, the maintenance of a sufficient borrowing base and compliance with the financial ratio covenants based on Corporate EBITDA set forth in the credit agreements for our senior credit facilities. Our senior term loan facility requires us to maintain a specified consolidated leverage ratio and consolidated interest expense coverage ratio based on Corporate EBITDA, while our senior asset-based loan facility requires that a specified consolidated leverage ratio and consolidated fixed charge coverage ratio be maintained for periods during which there is less than $200 million of available borrowing capacity under the senior asset-based loan facility. These financial covenants became applicable to us beginning September 30, 2006, reflecting the four quarter period ending thereon. Failure to comply with these financial ratio covenants would result in a default under the credit agreements for our senior credit facilities and, absent a waiver or an amendment from the lenders, permit the acceleration of all outstanding borrowings under the senior credit facilities. As of December 31, 2006, we performed the calculations associated with the above noted financial covenants and determined that we are in compliance with such covenants.

As of December 31, 2006, Hertz had an aggregate principal amount outstanding of $1,986.3 million pursuant to its senior term loan facility and no borrowings outstanding under its senior asset-based loan facility. For the year ended December 31, 2006, Hertz is required under the senior term loan facility to have a consolidated leverage ratio of not more than 6.25:1 and a consolidated interest expense coverage ratio of not less than 1.50:1. In addition, under its senior asset-based loan facility, if there is less than $200 million of available borrowing capacity under that facility as of December 31, 2006, Hertz is required to have a consolidated leverage ratio of not more than 6.25:1 and a consolidated fixed charge coverage ratio of not less than 1:1 for the year then ended. Under the senior term loan facility, for the year ended December 31, 2006, we had a consolidated leverage ratio of approximately 3.5:1 and a consolidated interest expense coverage ratio of approximately 3.2:1. Since we have maintained sufficient borrowing capacity under our senior asset-based loan facility as of December 31, 2006, and expect to maintain such capacity in the future, the consolidated fixed charge coverage ratio was not deemed relevant for presentation. For further information on the terms of Hertz’s senior credit facilities, see Note 3 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.” We have a significant amount of debt. For a discussion of the risks associated with our significant leverage, see “Item 1A—Risk Factors—Risks Relating to Our Substantial Indebtedness.”

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For purposes of consistency, we have revised our calculation of Corporate EBITDA for 2005 and 2006 so that the identified extraordinary, unusual or non-recurring gains or losses are consistent with those used in the calculations of certain other non-GAAP measures. The following table reconciles historical net income (loss) (i) on an actual basis to Corporate EBITDA for the Successor year ended December 31, 2006, (ii) on a pro forma basis, as it relates to car rental fleet interest and non-cash amortization of debt costs, to Corporate EBITDA for the combined year ended December 31, 2005, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005 and (iii) to EBITDA for the Predecessor year ended December 31, 2004 (in millions of dollars):

	Successor				Combined				Successor				Predecessor
									For the Periods From
	Year ended December 31,				Year ended December 31,				December 21, 2005 to December 31,				January 1, 2005 to December 20,				Year ended December 31,
	2006				2005				2005				2005				2004
Net income (loss)(1)		$	115.9			$	350.0			$	(21.3	)		$	371.3			$	365.5
Depreciation and amortization(2)		2,016.1				1,790.4				51.4				1,739.0				1,641.5
Interest, net of interest income(1)(3)		900.7				500.0				25.8				474.2				384.4
Provision (benefit) for taxes on income		68.0				179.1				(12.2		)		191.3				133.9
EBITDA		3,100.7				2,819.5				43.7				2,775.8				$	2,525.3
Adjustments:
Car rental fleet interest(4)		(400.0		)		(406.9		)		(11.7		)		(395.2		)
Car rental fleet depreciation(5)		(1,479.6		)		(1,381.5		)		(37.4		)		(1,344.1		)
Non-cash expenses and charges(6)		130.6				106.2				2.5				103.7
Extraordinary, unusual or non-recurring gains or losses(7)		23.8				4.0				—				4.0
Sponsors’ fees		3.2				—				—				—
Pro forma Corporate EBITDA(8)		$	1,378.7			$	1,141.3			$	(2.9	)		$	1,144.2

(1)For the year ended December 31, 2006, includes corporate audit fees of $0.1 million and $40.0 million ($26.0 million net of tax) of interest expense attributable to Hertz Holdings. For the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004, includes corporate minority interest of $16.7 million, $0.3 million, $12.3 million and $3.2 million, respectively.

(2)For the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004, depreciation and amortization was $1,659.8 million, $42.6 million, $1,485.9 million and $1,365.3 million, respectively, in our car rental segment and $350.3 million, $8.6 million, $248.2 million and $271.4 million, respectively, in our equipment rental segment.

(3)For the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended

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December 31, 2004, interest, net of interest income was $424.1 million, $15.8 million, $349.2 million and $305.0 million, respectively, in our car rental segment and $140.0 million, $3.4 million, $86.4 million and $72.0 million, respectively, in our equipment rental segment.

(4)As defined in the credit agreements governing our senior credit facilities, Corporate EBITDA includes a reduction for certain car rental fleet related interest. For the Predecessor period presented, car rental fleet interest has been calculated on a pro forma basis to give effect to the U.S. and international fleet debt financings entered into as part of the Transactions as if they had occurred on January 1, 2005. For the Successor periods presented, car rental fleet interest is based on actual results.

(5)As defined in the credit agreements governing our senior credit facilities, Corporate EBITDA includes a reduction for car rental fleet depreciation. For all periods presented, car rental fleet depreciation does not vary from the historical amounts.

(6)For the year ended December 31, 2006, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005, non-cash expenses and charges were $73.0 million, $2.5 million and $92.4 million, respectively, in our car rental segment and $(0.4) million, $0.0 million and $1.0 million, respectively, in our equipment rental segment.

As defined in the credit agreements governing our senior credit facilities, Corporate EBITDA excludes the impact of certain non-cash expenses and charges. For the Predecessor period ended December 20, 2005, non-cash amortization of debt costs included in car rental fleet interest has been calculated on a pro forma basis to give effect to the U.S. and international fleet debt financings entered into as part of the Transactions as if they had occurred on January 1, 2005. For the Successor periods presented, non-cash amortization of debt costs included in car rental fleet interest is based on actual results. The adjustments reflect the following (in millions of dollars):

	Successor			Combined			Successor			Predecessor
							For the Periods From
	Year ended December 31, 2006			Year ended December 31, 2005			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005
Corporate non-cash stock-based employee compensation charges		$	27.2		$	10.5		$	—		$	10.5
Corporate unrealized losses on currency translation of Euro-denominated senior notes		19.2			—			—			—
Non-cash amortization of debt costs included in car rental fleet interest		71.6			83.2			2.5			80.7
Non-cash charges for workers’ compensation		1.0			12.5			—			12.5
Corporate non-cash charges for pension		9.1			—			—			—
Corporate unrealized loss on derivatives		2.5			—			—			—
Total		$	130.6		$	106.2		$	2.5		$	103.7

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(7)As defined in the credit agreements governing our senior credit facilities, Corporate EBITDA excludes the impact of extraordinary, unusual or non-recurring gains or losses or charges or credits. The adjustments reflect the following (in millions of dollars):

	Successor				Combined			Successor			Predecessor
								For the Periods From
	Year ended December 31, 2006				Year ended December 31, 2005			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005
European headquarters relocation costs		$	—			$	4.0		$	—		$	4.0
Corporate Chief Executive Officer transition payments		9.8				—			—			—
Corporate Sponsor fee termination costs		15.0				—			—			—
Gain on sale of swap derivative		(1.0		)		—			—			—
Total		$	23.8			$	4.0		$	—		$	4.0

(8)For the Predecessor period presented, car rental fleet interest has been presented on a pro forma basis to give effect to the U.S. and international fleet debt financings entered into as part of the Transactions as if they had occurred on January 1, 2005 for all periods presented. For the Successor periods presented, car rental fleet interest is based on actual results.

The following table reconciles historical net cash provided by (used in) operating activities to EBITDA for the year ended December 31, 2006, the combined year ended December 31, 2005, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004, respectively (in millions of dollars):

	Successor				Combined				Successor				Predecessor
									For the Periods From
	Year ended December 31, 2006				Year ended December 31, 2005				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Net cash provided by (used in) operating activities		$	2,614.6			$	1,458.6			$	(277.5	)		$	1,736.1			$	2,251.4
Stock-based employee compensation		(27.2		)		(10.5		)		—				(10.5		)		(5.6		)
Provision for public liability and property damage		(169.1		)		(160.0		)		(1.9		)		(158.1		)		(153.1		)
Minority interest		(16.7		)		(12.6		)		(0.3		)		(12.3		)		(3.2		)
Deferred taxes on income		(30.4		)		423.7				12.2				411.5				(129.6		)
Payments of public liability and property damage claims and expenses		192.5				163.8				7.9				155.9				178.7
Provision (benefit) for taxes on income		68.0				179.1				(12.2		)		191.3				133.9
Interest expense, net of interest income		900.7				500.0				25.8				474.2				384.4
Net changes in assets and liabilities		(431.7		)		277.4				289.7				(12.3		)		(131.6		)
EBITDA		$	3,100.7			$	2,819.5			$	43.7			$	2,775.8			$	2,525.3

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Year Ended December 31, 2006 Compared with Year Ended December 31, 2005 (Combined)

Revenues

Total revenues of $8,058.4 million for the year ended December 31, 2006 increased by 7.9% from $7,469.2 million for the year ended December 31, 2005.

Revenues from our car rental operations of $6,273.6 million for the year ended December 31, 2006 increased by $323.7 million, or 5.4%, from $5,949.9 million for the year ended December 31, 2005. The increase was primarily the result of a 1.1% increase in car rental volume worldwide, a 2.7% increase in pricing worldwide, increases in airport concession recovery and refueling fees, license and tax reimbursement fees and the effects of foreign currency translation of approximately $36.4 million.

Revenues from our equipment rental operations of $1,672.1 million for the year ended December 31, 2006 increased by $257.2 million, or 18.2%, from $1,414.9 million for the year ended December 31, 2005. The increase was primarily due to higher rental volume and improved pricing in the United States and Canada and the effects of foreign currency translation of approximately $18.9 million.

Revenues from all other sources of $112.7 million for the year ended December 31, 2006 increased by $8.3 million, or 7.9%, from $104.4 million for the year ended December 31, 2005, primarily due to the increase in car rental licensee revenue and the effects of foreign currency translation.

Expenses

Total expenses of $7,857.8 million for the year ended December 31, 2006 increased by 13.4% from $6,927.5 million for the year ended December 31, 2005 and total expenses as a percentage of revenues increased to 97.5% for the year ended December 31, 2006 compared with 92.7% for the year ended December 31, 2005.

Direct operating expenses of $4,476.0 million for the year ended December 31, 2006 increased by $286.7 million, or 6.8%, from $4,189.3 million for the year ended December 31, 2005. The increase was the result of increases in personnel related expenses, fleet related expenses and other direct operating expenses.

Personnel related expenses increased $21.7 million, or 1.4%. The increase primarily related to an increase in wages and the effects of foreign currency translation of approximately $8.3 million, partly offset by a decrease in benefits due to a decrease in the number of employees.

Fleet related expenses increased $69.2 million, or 7.1%. The majority of the increase primarily related to the increase in worldwide rental volume and included increases in gasoline costs of $28.9 million, which also reflects the higher price of gasoline, vehicle damage and maintenance expense of $25.1 million, vehicle excise tax of $5.4 million, self-insurance expense of $4.1 million and the effects of foreign currency translation of approximately $8.7 million.

Other direct operating expenses increased $195.8 million, or 12.0%. The majority of the increase related to the increase in worldwide rental volume and included increases in concession fees in our car rental operations of $35.2 million, commission fees of $21.7 million, facility expenses of $21.4 million, customer service costs of $11.5 million and guaranteed charge card fees of $10.7 million. Additionally, there were increases in the amortization of other intangible assets of $59.4 million, the cost of equipment and supplies sold of $24.7 million and the effects of foreign currency translation of approximately $13.1 million.

Depreciation of revenue earning equipment for our car rental operations of $1,479.6 million for the year ended December 31, 2006 increased by 7.1% from $1,381.5 million for the year ended December 31, 2005. The increase was primarily due to higher depreciation costs for 2006 and 2007 model year program cars, lower net proceeds received in excess of book value on the disposal of

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used cars in the United States and a $9.0 million increase in depreciation for our international car rental operations due to increases in depreciation rates made during 2006 to reflect changes in the estimated residual values of cars. This increase was partly offset by a $3.7 million net reduction in depreciation in our domestic car rental operations resulting from a decrease in depreciation rates effective January 1, 2006 to reflect changes in the estimated residual values of cars. Depreciation of revenue earning equipment for our equipment rental operations of $277.6 million for the year ended December 31, 2006 increased by 27.2% from $218.2 million for the year ended December 31, 2005 due an increase in the quantity of equipment operated and lower net proceeds received in excess of book value on the disposal of used equipment in the United States. This increase was partly offset by a $15.3 million and $3.1 million net reduction in depreciation for our United States and Canadian operations combined and our French equipment rental operations, respectively, resulting from decreases in depreciation rates during 2006 to reflect changes in the estimated residual values of equipment.

Selling, general and administrative expenses of $723.9 million for the year ended December 31, 2006 increased by 13.4% from $638.5 million for the year ended December 31, 2005. The increase was primarily due to increases in administrative and sales promotion expenses. The increase in administrative expenses was primarily the result of an increase in consulting and legal fees of $23.6 million, foreign currency transaction losses of $22.1 million associated with the Euro-denominated debt and non-cash stock purchase and stock option compensation charges of $16.7 million. The increase in sales promotion expenses was primarily the result of increased sales commissions, salaries and incentive compensation.

Interest expense, net of interest income, of $900.7 million for the year ended December 31, 2006 increased by 80.1% from $500.0 million for the year ended December 31, 2005, primarily due to increases in the weighted average interest rate and the weighted average debt outstanding. The increase was partly offset by an increase in interest income.

The provision for taxes on income of $68.0 million for the year ended December 31, 2006 decreased by 62.0% from $179.1 million for the year ended December 31, 2005, primarily due to a decrease in income before income taxes and minority interest for the year ended December 31, 2006 as compared to the year ended December 31, 2005 and a $31.3 million provision relating to the repatriation of foreign earnings for the year ended December 31, 2005. The decrease was partly offset by the establishment of valuation allowances of $9.8 million relating to the realization of deferred tax assets in certain European countries and the establishment of certain federal and state contingencies for the year ended December 31, 2006 and the reversal of a valuation allowance on foreign tax credit carryforwards of $35.0 million and favorable foreign tax adjustments of $5.3 million for the year ended December 31, 2005. The effective tax rate for the year ended December 31, 2006 was 33.9% as compared to 33.1% for the year ended December 31, 2005. See Note 8 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Minority interest of $16.7 million for the year ended December 31, 2006 increased $4.1 million from $12.6 million for the year ended December 31, 2005. The increase was due to an increase in our majority-owned subsidiary Navigation Solutions, L.L.C.’s, or “Navigation Solutions’,” net income in the year ended December 31, 2006. See Note 4 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Net Income

We had net income of $115.9 million for the year ended December 31, 2006, representing a decrease of $234.1 million, or 66.9%, from $350.0 million for the year ended December 31, 2005. The decrease

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in net income was primarily due to the 80.1% increase in interest expense over the year ended December 31, 2005, as well as the net effect of other contributing factors noted above. The impact of changes in exchange rates on net income was mitigated by the fact that not only foreign revenues but also most foreign expenses were incurred in local currencies.

Effects of Acquisition

Increased interest expense resulting from our higher debt levels and increased depreciation and amortization expense resulting from the revaluation of our tangible assets and the recognition of certain identified intangible assets, all in connection with the Acquisition, had a significant adverse impact on full year 2006 income before income taxes and minority interest.

The following table summarizes the purchase accounting effects of the Acquisition on our results of operations for the year ended December 31, 2006 (in millions of dollars):

Depreciation and amortization of tangible and intangible assets:
Other intangible assets	$	61.2
Revenue earning equipment	13.8
Property and equipment	10.0
Accretion of revalued liabilities:
Discount on debt	8.8
Workers’ compensation and public liability and property damage	5.4
	$	99.2

Year Ended December 31, 2005 (Combined) with Year Ended December 31, 2004

Revenues

Total revenues of $7,469.2 million for the year ended December 31, 2005 increased by 11.9% from $6,676.0 million for the year ended December 31, 2004.

Revenues from our car rental operations of $5,949.9 million for the year ended December 31, 2005 increased by $519.1 million, or 9.6%, from $5,430.8 million for the year ended December 31, 2004. The increase was primarily the result of a 4.1% increase in car rental volume worldwide, a 0.2% increase in pricing worldwide, an increase in airport concession recovery and refueling fees and the effects of foreign currency translation of approximately $23.1 million.

Revenues from our equipment rental operations of $1,414.9 million for the year ended December 31, 2005 increased by $252.9 million, or 21.8%, from $1,162.0 million for the year ended December 31, 2004. The increase was primarily due to higher rental volume and improved pricing in the United States and Canada and the effects of foreign currency translation of approximately $12.3 million.

Revenues from all other sources of $104.4 million for the year ended December 31, 2005 increased by $21.2 million, or 25.5%, from $83.2 million for the year ended December 31, 2004, primarily due to the increase in car rental licensee revenue and the effects of foreign currency translation.

Expenses

Total expenses of $6,927.5 million for the year ended December 31, 2005 increased by 12.2% from $6,173.4 million for the year ended December 31, 2004, principally due to the increase in revenues. Total expenses as a percentage of revenues increased to 92.7% for the year ended December 31, 2005 compared with 92.5% for the year ended December 31, 2004.

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Direct operating expenses of $4,189.3 million for the year ended December 31, 2005 increased by $454.9 million (inclusive of $22.1 million related to the effects of foreign currency translation), or 12.2%, from $3,734.4 million for the year ended December 31, 2004. The increase was the result of increases in personnel related expenses, fleet related expenses and other direct operating expenses.

Personnel related expenses increased $139.8 million, or 9.7%. The increase primarily related to an increase in the number of employees and higher health care costs.

Fleet related expenses increased $94.9 million, or 10.8%. The majority of the increase primarily related to the increase in worldwide rental volume and included increases in gasoline costs of $49.3 million, which also reflects the higher price of gasoline, self-insurance of $16.4 million and vehicle damage and maintenance expense of $9.1 million.

Other direct operating expenses increased $220.3 million, or 15.7%. The majority of the increase primarily related to the increase in worldwide rental volume and included increases in commission fees of $51.0 million, facility expenses of $49.1 million (which includes a gain in 2004 of $7.5 million from the condemnation of a car rental and support facility in Florida), concession fees in our car rental operations of $25.9 million, customer service costs of $17.5 million and guaranteed charge card fees of $10.9 million. Additionally, there were increases in the cost of equipment sold of $18.7 million, equipment rental cost of $10.0 million and the receipt in 2004 of $7.0 million for claims made by us on our insurance policies for business interruption losses resulting from the terrorist attacks of September 11, 2001.

Depreciation of revenue earning equipment for our car rental operations of $1,381.5 million for the year ended December 31, 2005 increased by 12.4% from $1,228.6 million for the year ended December 31, 2004. The increase was primarily due to the increase in the average number of vehicles worldwide, higher cost of vehicles in the U.S., lower net proceeds received in excess of book value on the disposal of vehicles and the effects of foreign currency translation. This increase was partly offset by a $21.8 million net reduction in depreciation for our domestic car rental operations resulting from a decrease in depreciation rates to reflect changes in the estimated residual values of vehicles. Depreciation of revenue earning equipment for our equipment rental operations of $218.2 million for the year ended December 31, 2005 decreased by 7.0% from $234.7 million for the year ended December 31, 2004 due to higher net proceeds received in excess of book value on the disposal of used equipment in the United States, and a $13.2 million net reduction in depreciation resulting from the effects of changes in depreciation rates of equipment in the U.S. and Canada, partly offset by an increase in the quantity of equipment operated.

Selling, general and administrative expenses of $638.5 million for the year ended December 31, 2005 increased by 8.0% from $591.3 million for the year ended December 31, 2004. The increase was primarily due to increases in administrative and sales promotion expenses and the effects of foreign currency translation. The increases in administrative and sales promotion expenses were primarily due to increases in salaries, commissions and benefits relating to the improvement in earnings for the year ended December 31, 2005.

Interest expense, net of interest income, of $500.0 million for the year ended December 31, 2005 increased by 30.0% from $384.4 million for the year ended December 31, 2004, primarily due to increases in the weighted average debt outstanding, the weighted average interest rate and $35.6 million of interest expense on the $1,185.0 million Intercompany Note payable to Ford Holdings LLC relating to a dividend declared and paid to Ford Holdings LLC on June 10, 2005. The increase was partly offset by an increase in interest income.

The provision for taxes on income of $179.1 million for the year ended December 31, 2005 increased by 33.8% from $133.9 million for the year ended December 31, 2004, primarily due to an increase in income before income taxes and minority interest and a $31.3 million provision relating to the

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repatriation of foreign earnings for the year ended December 31, 2005, and net favorable tax adjustments in 2004 totaling $46.6 million, principally relating to the evaluation of certain federal and foreign tax accruals and foreign tax credits. The increase was partly offset by the reversal of a valuation allowance on foreign tax credit carryforwards of $35.0 million and favorable foreign tax adjustments of $5.3 million. The effective tax rate for the year ended December 31, 2005 was 33.1% as compared to 26.6% for the year ended December 31, 2004. See Notes 1 and 8 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Minority interest of $12.6 million for the year ended December 31, 2005 increased $9.4 million from $3.2 million for the year ended December 31, 2004. The increase was due to only two quarters of earnings being included in 2004 as we increased our ownership interest in Navigation Solutions beginning in July 2004. See Note 4 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Net Income

We had net income of $350.0 million for the year ended December 31, 2005, representing a decrease of $15.5 million, or 4.2%, from $365.5 million for the year ended December 31, 2004. The decrease in net income was primarily due to the one-time $31.3 million tax provision relating to the repatriation of foreign earnings, as well as the net effect of other contributing factors noted above. The impact of changes in exchange rates on net income was mitigated by the fact that not only foreign revenues but also most foreign expenses were incurred in local currencies.

Effects of Acquisition

The loss for the Successor period ended December 31, 2005 relates to lower rental demand due to the seasonality of the business and costs associated with the Transactions. Increased interest expense resulting from our higher debt levels and increased depreciation and amortization expense resulting from the revaluation of our assets and the recognition of certain identified intangible assets, all in connection with the Acquisition, had a significant adverse impact on full year 2006 income before income taxes and minority interest.

Liquidity and Capital Resources

As of December 31, 2006, we had cash and equivalents of $674.5 million, a decrease of $169.4 million from December 31, 2005. As of December 31, 2006, we had $552.5 million of restricted cash to be used for the purchase of revenue earning vehicles, the repayment of outstanding indebtedness primarily under our ABS Program and to satisfy certain of our self-insurance reserve requirements.

Our domestic and foreign operations are funded by cash provided by operating activities and by extensive financing arrangements maintained by us in the United States, Europe, Puerto Rico, Australia, New Zealand, Canada and Brazil. Net cash provided by operating activities during the year ended December 31, 2006 was $2,614.6 million, an increase of $1,156.0 million from the year ended December 31, 2005. This increase was primarily due to a decrease in year-over-year changes in our receivables and an increase in year-over-year changes in our deferred taxes, partly offset by a decrease in accrued taxes.

Our primary use of cash in investing activities is for the acquisition of revenue earning equipment, which consists of cars and equipment. Net cash used in investing activities during the year ended December 31, 2006 was $2,287.9 million, a decrease of $4,205.0 million from the year ended December 31, 2005. The decrease is primarily due to the purchase of predecessor company stock in 2005 and a decrease in revenue earning equipment expenditures, partly offset by a decrease in proceeds from the disposal of revenue earning equipment and proceeds from the sale of short-term

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investments in 2005. For the year ended December 31, 2006, our expenditures for revenue earning equipment were $11,420.9 million, partially offset by proceeds from the disposal of such equipment of $9,555.0 million. These assets are purchased by us in accordance with the terms of programs negotiated with the car and equipment manufacturers.

For the year ended December 31, 2006, our capital expenditures for property and non-revenue earning equipment were $223.9 million. For the year ended December 31, 2006, we experienced a decreased level of net expenditures for revenue earning equipment and property and non-revenue earning equipment compared to the year ended December 31, 2005. This decrease was primarily due to the change in fleet mix, a decrease in the percentage of program cars purchased and an increase in the percentage of lower cost non-program cars purchased for the year ended December 31, 2006. For 2007, we expect the level of net expenditures for revenue earning equipment to be lower than 2006 and the level of expenditures for property and non-revenue earning equipment to be similar to that of 2006. See “—Capital Expenditures” below.

Our car rental and equipment rental operations are seasonal businesses with decreased levels of business in the winter months and heightened activity during the spring and summer. This is particularly true of our airport car rental operations and our equipment rental operations. To accommodate increased demand, we maintain a larger fleet by holding vehicles and equipment and purchasing additional fleet which increases our financing requirements in the second and third quarters of the year. These seasonal financing needs are funded by increasing the utilization of our bank credit facilities and the variable funding notes portion of our U.S. Fleet Debt Facilities and, in past years, our commercial paper program. As business demand moderates during the winter, we reduce our fleet accordingly and dispose of vehicles and equipment. The disposal proceeds are used to reduce debt.

We are highly leveraged and a substantial portion of our liquidity needs arise from debt service on indebtedness incurred in connection with the Transactions and from the funding of our costs of operations, working capital and capital expenditures.

As of December 31, 2006, we had approximately $12,276.2 million of total indebtedness outstanding. Cash paid for interest during the year ended December 31, 2006, was $681.5 million, net of amounts capitalized.

We rely significantly on asset-backed financing to purchase cars for our domestic and international car rental fleets. For further information concerning our asset-backed financing programs, see “—U.S. Fleet Debt” and “—International Fleet Debt” below. For a discussion of risks related to our reliance on asset-backed financing to purchase cars, see “Item 1A—Risk Factors—Risks Related to Our Business—Our reliance on asset-backed financing to purchase cars subjects us to a number of risks, many of which are beyond our control.”

Also, substantially all of our revenue earning equipment and certain related assets are owned by special purpose entities, or are subject to liens in favor of our lenders under the Senior ABL Facility, the ABS Program, the International Fleet Debt Facilities or the fleet financing facility relating to our car rental fleet in Hawaii, Kansas, Puerto Rico and St. Thomas, the U.S. Virgin Islands, all as described in more detail below. Substantially all our other assets in the United States are also subject to liens in favor of our lenders under the Senior Credit Facilities, and substantially all of our other assets outside the United States are (with certain limited exceptions) subject to liens in favor of our lenders under the International Fleet Debt Facilities or (in the case of our Canadian HERC business) the Senior ABL Facility. None of such assets will be available to satisfy the claims of our general creditors.

We believe that cash generated from operations, together with amounts available under the Senior Credit Facilities, asset-backed financing and other available financing arrangements will be adequate to permit us to meet our debt service obligations, ongoing costs of operations, working capital needs

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and capital expenditure requirements for the foreseeable future. Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control. See “Cautionary Note Regarding Forward-Looking Statements” and “Item 1A—Risk Factors.”

Financing

Senior Credit Facilities

Senior Term Facility.   In connection with the Acquisition, Hertz entered into a credit agreement with respect to its Senior Term Facility with Deutsche Bank AG, New York Branch as administrative agent and collateral agent, Lehman Commercial Paper Inc. as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as documentation agent, and the other financial institutions party thereto from time to time. The facility consisted of a $2,000.0 million secured term loan facility providing for loans denominated in U.S. dollars, which included a delayed draw facility of $293.0 million. In addition, there is a pre-funded synthetic letter of credit facility in an aggregate principal amount of $250.0 million. On the Closing Date, Hertz utilized $1,707.0 million of the Senior Term Facility and $182.2 million in letters of credit. As of December 31, 2006, we had $1,947.9 million in borrowings outstanding under this facility, which is net of a discount of $38.4 million and had issued $238.9 million in letters of credit. The term loan facility and the synthetic letter of credit facility will mature on December 21, 2012.

Senior ABL Facility.   Hertz, Hertz Equipment Rental Corporation and certain other subsidiaries of Hertz also entered into a credit agreement with respect to the Senior ABL Facility with Deutsche Bank AG, New York Branch as administrative agent and collateral agent, Deutsche Bank AG, Canada Branch as Canadian Agent and Canadian collateral agent, Lehman Commercial Paper Inc. as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as documentation agent and the financial institutions party thereto from time to time. This facility provided (subject to availability under a borrowing base) for aggregate maximum borrowings of $1,600.0 million (which was increased in February 2007 to $1,800.0 million) under a revolving loan facility providing for loans denominated in U.S. dollars, Canadian dollars, Euros and Pounds Sterling. Up to $200.0 million of the revolving loan facility is available for the issuance of letters of credit. Hertz and Hertz Equipment Rental Corporation are the U.S. borrowers under the Senior ABL Facility and Matthews Equipment Limited and its subsidiary Western Shut-Down (1995) Ltd. are the Canadian borrowers under the Senior ABL Facility. At December 31, 2006, net of a discount of $22.2 million, Hertz and Matthews Equipment Limited collectively had no borrowings outstanding under this facility and issued $18.2 million in letters of credit. The Senior ABL Facility will mature on December 21, 2010.

Hertz’s obligations under the Senior Term Facility and the Senior ABL Facility are guaranteed by Hertz Investors, Inc., its immediate parent and most of its direct and indirect domestic subsidiaries (subject to certain exceptions, including for subsidiaries involved in the U.S. Fleet Debt Facility and similar special purpose financings), though HERC does not guarantee our obligations under the Senior ABL Facility because it is a borrower under that facility. In addition, the obligations of the Canadian borrowers under the Senior ABL Facility are guaranteed by their respective subsidiaries, if any, subject to limited exceptions. The lenders under each of the Senior Term Facility and the Senior ABL Facility have received a security interest in substantially all of the tangible and intangible assets of the borrowers and guarantors under those facilities, including pledges of the stock of certain of their respective subsidiaries, subject in each case to certain exceptions (including in respect of the U.S. Fleet Debt, the International Fleet Debt and, in the case of the Senior ABL Facility, other secured fleet financing.) Consequently, these assets will not be available to satisfy the claims of our general creditors.

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The Senior Credit Facilities 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 other indebtedness, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business, make capital expenditures, or engage in certain transactions with affiliates. Under the Senior Term Facility, the borrowers are subject to financial covenants, including a requirement to maintain a specified debt to Corporate EBITDA leverage ratio and a specified Corporate EBITDA to interest expense coverage ratio for specified periods (the requirements for both of these ratios vary throughout the term of the loan.) Also, under the Senior ABL Facility, if the borrowers fail to maintain a specified minimum level of borrowing capacity, they will then be subject to financial covenants under such facility, including a specified debt to Corporate EBITDA leverage ratio (the ratio varies throughout the term of the loan) and a specified Corporate EBITDA to fixed charges coverage ratio of one to one. Failure to comply with the financial covenants under the Senior Credit Facilities would result in a default under the credit agreements governing our Senior Credit Facilities and, absent a waiver or an amendment from our lenders, permit the acceleration of all outstanding borrowings under the Senior Credit Facilities. As of December 31, 2006, we performed the calculations associated with the above noted financial covenants and determined that we were in compliance with such financial covenants. The Senior Credit Facilities are subject to certain mandatory prepayment requirements and provide for customary events of default.

On June 30, 2006, we entered into amendments to each of our Senior Term Facility and Senior ABL Facility. The amendments provide, among other things, for additional capacity under the covenants in these credit facilities to enter into certain sale and leaseback transactions, to pay dividends and, in the case of the amendment to the Senior Term Facility, to make investments. These amendments also have the effect of reducing the restrictions in the Senior Credit Facilities on Hertz’s ability to provide cash to Hertz Holdings (whether in the form of a loan or a dividend) that would enable Hertz Holdings to service its indebtedness. The amendment to the Senior Term Facility also permits us to use proceeds of the unused portion of the $293.0 million delayed draw facility to repay borrowings outstanding under the Senior ABL Facility, in addition to repaying certain of our other outstanding indebtedness. As previously noted, on July 10, 2006, the remaining $208.1 million of the delayed draw facility was drawn down to pay down the equivalent amount of borrowings outstanding under the Senior ABL Facility.

On February 9, 2007, Hertz entered into an amendment to its Senior Term Facility. The amendment was entered into for the purpose of (i) lowering the interest rates payable on the Senior Term Facility by up to 50 basis points from the interest rates previously payable thereunder, and revising financial ratio requirements for specific interest rate levels; (ii) eliminating certain mandatory prepayment requirements; (iii) increasing the amounts of certain other types of indebtedness that Hertz and its subsidiaries may incur outside of the Senior Term Facility; (iv) permitting certain additional asset dispositions and sale and leaseback transactions; and (v) effecting certain technical and administrative changes to the Senior Term Facility.

On February 15, 2007, Hertz, Hertz Equipment Rental Corporation and certain other subsidiaries entered into an amendment to their Senior ABL Facility. The amendment was entered into for the purpose of (i) lowering the interest rates payble on the Senior ABL Facility by up to 25 basis points from the interest rates previously payable thereunder, and revising financial ratio requirements for specific interest rate levels; (ii) increasing the availability under the Senior ABL Facility from $1,600 million to $1,800 million; (iii) extending the term of the commitments under the Senior ABL Facility to February 15, 2012; (iv) increasing the amounts of certain other types of indebtedness that the borrowers and their subsidiaries may incur outside of the Senior ABL Facility; (iv) permitting certain additional asset dispositions and sale and leaseback transactions; and (v) effecting certain technical and administrative changes to the Senior ABL Facility.

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Senior Notes and Senior Subordinated Notes

In connection with the Acquisition, CCMG Acquisition Corporation issued the Senior Notes and the Senior Subordinated Notes under separate indentures between CCMG Acquisition Corporation and Wells Fargo Bank, National Association, as trustee. Hertz and the guarantors entered into supplemental indentures, dated as of the Closing Date, pursuant to which Hertz assumed the obligations of CCMG Acquisition Corporation under the Senior Notes, the Senior Subordinated Notes and the respective indentures, and the guarantors issued the related guarantees. CCMG Acquisition Corporation subsequently merged with and into Hertz, with Hertz as the surviving entity.

As of December 31, 2006, $2,097.0 million and $600.0 million in borrowings were outstanding under the Senior Notes and Senior Subordinated Notes, respectively. Prior to October 1, 2006, our Senior Euro Notes were not designated as a net investment hedge of our Euro-denominated net investments in our foreign operations. For the nine months ended September 30, 2006, we incurred unrealized exchange transaction losses of $19.2 million resulting from the translation of these Euro-denominated notes into the U.S. dollar, which are recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. On October 1, 2006, we designated our Senior Euro Notes as an effective net investment hedge of our Euro-denominated net investment in our foreign operations. As a result of this net investment hedge designation, as of December 31, 2006, $7.1 million of losses, which is net of tax of $4.6 million, attributable to the translation of our Senior Euro Notes into the U.S. dollar, are recorded in our consolidated balance sheet in “Accumulated other comprehensive income (loss).” The Senior Notes will mature on January 1, 2014, and the Senior Subordinated Notes will mature on January 1, 2016. The Senior Dollar Notes bear interest at a rate per annum of 8.875%, the Senior Euro Notes bear interest at a rate per annum of 7.875% and the Senior Subordinated Notes bear interest at a rate per annum of 10.5%. Hertz’s obligations under the indentures are guaranteed by each of its direct and indirect domestic subsidiaries that is a guarantor under the Senior Term Facility.

Both the indenture for the Senior Notes and the indenture for the Senior Subordinated Notes contain covenants that, among other things, limit the ability of Hertz and its restricted subsidiaries, described in the respective indentures, to incur more debt, pay dividends, redeem stock or make other distributions, make investments, create liens, transfer or sell assets, merge or consolidate and enter into certain transactions with Hertz’s affiliates. The indenture for the Senior Subordinated Notes also contains subordination provisions and limitations on the types of senior subordinated debt that may be incurred. The indentures also contain certain mandatory and optional prepayment or redemption provisions and provide for customary events of default.

On January 12, 2007, Hertz completed exchange offers for the outstanding Senior Notes and Senior Subordinated Notes whereby over 99% of the outstanding notes were exchanged for a like principal amount of new notes with identical terms that were registered under the Securities Act of 1933 pursuant to a registration statement on Form S-4.

Fleet Financing

U.S. Fleet Debt.   In connection with the Acquisition, Hertz Vehicle Financing LLC, or “HVF,” a bankruptcy-remote special purpose entity wholly owned by Hertz, entered into an amended and restated base indenture, or the “ABS Indenture,” dated as of the Closing Date, with BNY Midwest Trust Company as trustee, and a number of related supplements to the ABS Indenture, each dated as of the Closing Date, with BNY Midwest Trust Company as trustee and securities intermediary, or, collectively, the “ABS Supplement.” On the Closing Date, HVF, as issuer, issued approximately $4,300.0 million of new medium term asset-backed notes consisting of 11 classes of notes in two series under the ABS Supplement. HVF also issued approximately $1,500.0 million of variable funding notes in two series, none of which were funded at closing. As of December 31, 2006, $4,299.9 million, net of a $0.1 million discount, in medium term notes were outstanding and no aggregate borrowings were outstanding in the form of variable funding notes.

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Each class of notes matures three, four or five years from the Closing Date. The variable funding notes will be funded through the bank multi seller commercial paper market. The assets of HVF, including the U.S. car rental fleet owned by HVF and certain related assets, collateralize the U.S. Fleet Debt and Pre-Acquisition ABS Notes. Consequently, these assets will not be available to satisfy the claims of our general creditors.

In connection with the Acquisition and the issuance of $3,550.0 million of floating rate U.S. Fleet Debt, HVF and Hertz entered into seven interest rate swap agreements, or the “HVF Swaps,” effective December 21, 2005, which qualify as cash flow hedging instruments in accordance with SFAS 133 “Accounting for Derivative Instruments and Hedging Activities.” These agreements mature at various terms, in connection with the scheduled maturity of the associated debt obligations, through November 25, 2011. Under these agreements, HVF pays monthly interest at a fixed rate of 4.5% per annum in exchange for monthly amounts at one-month LIBOR, effectively transforming the floating rate U.S. Fleet Debt to fixed rate obligations. As of December 31, 2006 and December 31, 2005, the fair value of the HVF Swaps were $50.6 million and $37.0 million, respectively, which are reflected in our consolidated balance sheet in “Prepaid expenses and other assets.” For the year ended December 31, 2006, we recorded a benefit of $1.0 million in our consolidated statement of operations, in “Interest, net of interest income,” associated with previously recognized ineffectiveness of the HVF Swaps.

HVF is subject to numerous restrictive covenants under the ABS Indenture and the other agreements governing the U.S. Fleet Debt, including restrictive covenants with respect to liens, indebtedness, benefit plans, mergers, disposition of assets, acquisition of assets, dividends, officers’ compensation, investments, agreements, the types of business it may conduct and other customary covenants for a bankruptcy-remote special purpose entity. The U.S. Fleet Debt is subject to events of default and amortization events that are customary in nature for U.S. rental car asset-backed securitizations of this type. The occurrence of an amortization event or event of default could result in the acceleration of principal of the notes and a liquidation of the U.S. car rental fleet.

International Fleet Debt.   In connection with the Acquisition, Hertz International, Ltd., or “HIL,” a Delaware corporation organized as a foreign subsidiary holding company and a direct subsidiary of Hertz, and certain of its subsidiaries (all of which are organized outside the United States), together with certain bankruptcy-remote special purpose entities (whether organized as HIL’s subsidiaries or as non-affiliated “orphan” companies), or “SPEs,” entered into revolving bridge loan facilities providing commitments to lend, in various currencies, up to an aggregate foreign currency equivalent of approximately $3,197.0 million (calculated as of December 31, 2006), subject to borrowing bases comprised of rental vehicles and related assets of certain of HIL’s subsidiaries (all of which are organized outside the United States) or one or more SPEs, as the case may be, and rental equipment and related assets of certain of HIL’s subsidiaries organized outside North America or one or more SPEs, as the case may be. As of December 31, 2006, the foreign currency equivalent of $1,954.6 million in borrowings was outstanding under these facilities, net of a $4.4 million discount. These facilities are referred to collectively as the “International Fleet Debt Facilities.”

The International Fleet Debt Facilities contain a number of covenants (including, without limitation, covenants customary for transactions similar to the International Fleet Debt Facilities) that, among other things, limit or restrict the ability of HIL, the borrowers and the other subsidiaries of HIL to dispose of assets, incur additional indebtedness, incur guarantee obligations, create liens, make investments, make acquisitions, engage in mergers, make negative pledges, change the nature of their business or engage in certain transactions with affiliates. In addition, HIL is restricted from making dividends and other restricted payments (which may include payments of intercompany indebtedness) in an amount greater than €100 million plus a specified excess cash flow amount calculated by reference to excess cash flow in earlier periods. Subject to certain exceptions, until the later of one year from the Closing Date and such time as 50% of the commitments under the

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International Fleet Debt Facilities as of the closing of the Acquisition have been replaced by permanent take-out international asset-based facilities, the specified excess cash flow amount will be zero. Thereafter, this specified excess cash flow amount will be between 50% and 100% of cumulative excess cash flow based on the percentage of the International Fleet Debt Facilities that have been replaced by permanent take-out international asset-based facilities. As a result of the contractual restrictions on HIL’s ability to pay dividends to Hertz as of December 31, 2006, the restricted net assets of our consolidated subsidiaries exceeded 25% of our total consolidated net assets.

The subsidiaries conducting the car rental business in certain European jurisdictions may, at their option, continue to engage in capital lease financings relating to revenue earning equipment outside the International Fleet Debt Facilities. As of December 31, 2006, there were $33.2 million of capital lease financings outstanding. These capital lease financings are included in the International Fleet Debt total.

In May 2006, in connection with the forecasted issuance of the permanent take-out international asset-based facilities, HIL purchased two swaptions for €3.3 million, to protect itself from interest rate increases. These swaptions give HIL the right, but not the obligation, to enter into three year interest rate swaps, based on a total notional amount of €600 million at an interest rate of 4.155%. As of December 31, 2006, the fair value of the swaptions was €1.3 million (or $1.7 million), which is reflected in our consolidated balance sheet in “Prepaid expenses and other assets.” During the year ended December 31, 2006, the fair value adjustment related to these swaps was a loss of $2.6 million, which was recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. The swaptions were renewed in 2007 prior to their scheduled expiration date of March 15, 2007 and now expire on September 5, 2007. See Note 16 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

On March 21, 2007, certain amendments to the International Fleet Debt Facilities were entered into for the purpose of, among other things, extending the dates when margins on the affected faciilties are scheduled to step up. See Note 16—Subsequent Events.

Fleet Financing Facility.   On September 29, 2006, Hertz and PUERTO RICANCARS, INC., a Puerto Rican corporation and wholly owned indirect subsidiary of Hertz, or “PR Cars,” entered into a credit agreement to finance the acquisition of Hertz’s and/or PR Cars’ fleet in Hawaii, Kansas, Puerto Rico and St. Thomas, the U.S. Virgin Islands, or the “Fleet Financing Facility,” with the several banks and other financial institutions from time to time party thereto as lenders, GELCO Corporation d.b.a. GE Fleet Services, or the “Fleet Financing Agent,” as administrative agent, as collateral agent for collateral owned by Hertz and as collateral agent for collateral owned by PR Cars. Affiliates of Merrill Lynch & Co. are lenders under the Fleet Financing Facility.

The Fleet Financing Facility provides (subject to availability under a borrowing base) a revolving credit facility of up to $275.0 million to Hertz and PR Cars. On September 29, 2006, Hertz borrowed $124.0 million under this facility to refinance other debt. The borrowing base formula is subject to downward adjustment upon the occurrence of certain events and (in certain other instances) at the permitted discretion of the Fleet Financing Agent. As of December 31, 2006, Hertz and PR Cars had $144.9 million (net of a $2.1 million discount) and $21.0 million, respectively, of borrowings outstanding.

The Fleet Financing Facility will mature on December 21, 2011, but Hertz and PR Cars may terminate or reduce the commitments of the lenders thereunder at any time. The Fleet Financing Facility is subject to mandatory prepayment in the amount by which outstanding extensions of credit to Hertz or PR Cars exceed the lesser of the Hertz or PR Cars borrowing base, as applicable, and the commitments then in effect.

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The obligations of each of the borrowers under the Fleet Financing Facility are guaranteed by each of Hertz’s direct and indirect domestic subsidiaries (other than subsidiaries whose only material assets consist of securities and debt of foreign subsidiaries and related assets, subsidiaries involved in the ABS Program or other similar special purpose financings, subsidiaries with minority ownership positions, certain subsidiaries of foreign subsidiaries and certain immaterial subsidiaries). In addition, the obligations of PR Cars are guaranteed by Hertz. The obligations of Hertz under the Fleet Financing Facility and the other loan documents, including, without limitation, its guarantee of PR Cars’ obligations under the Fleet Financing Facility, are secured by security interests in Hertz’s rental car fleet in Hawaii and by certain assets related to Hertz’s rental car fleet in Hawaii and Kansas, including, without limitation, manufacturer repurchase program agreements. PR Cars’ obligations under the Fleet Financing Facility and the other loan documents are secured by security interests in PR Cars’ rental car fleet in Puerto Rico and St. Thomas, U.S. Virgin Islands and by certain assets related thereto.

At the applicable borrower’s election, the interest rates per annum applicable to the loans under the Fleet Financing Facility will be based on a fluctuating rate of interest measured by reference to either (1) LIBOR plus a borrowing margin of 125 basis points or (2) an alternate base rate of the prime rate plus a borrowing margin of 25 basis points. As of December 31, 2006, the average interest rate was 6.6% (LIBOR based).

The Fleet Financing Facility contains a number of covenants that, among other things, limit or restrict the ability of the borrowers and their subsidiaries to create liens, dispose of assets, engage in mergers, enter into agreements which restrict liens on the Fleet Financing Facility collateral or Hertz’s rental car fleet in Kansas or change the nature of their business.

During the fourth quarter of 2006, certain of the documents relating to the Fleet Financing Facility were amended to make certain technical and administrative changes.

Hertz Holdings Loan Facility

On June 30, 2006, Hertz Holdings entered into a loan facility with Deutsche Bank, AG, New York Branch, Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. or affiliates thereof, providing for a loan of $1.0 billion, or the “Hertz Holdings Loan Facility,” for the purpose of paying a special cash dividend to the holders of its common stock and paying fees and expenses related to the facility. The Hertz Holdings Loan Facility was repaid in full with the proceeds of our initial public offering, and the restrictive covenants contained therein were terminated.

Pre-Acquisition Financing

As of December 31, 2006, we had approximately $633.5 million (net of a $5.5 million discount) outstanding in pre-Acquisition promissory notes issued under three separate indentures at an average interest rate of 7.2%. These pre-Acquisition promissory notes have maturities ranging from 2007 to 2028.

As of December 31, 2006, we had approximately €7.6 million (or $10.0 million) outstanding in pre-Acquisition Euro-denominated medium term notes, in connection with which we entered into an interest rate swap agreement on December 21, 2005, effective January 16, 2006 and maturing on July 16, 2007. The purpose of this interest rate swap is to lock in the interest cash outflows at a fixed rate of 4.1% on the variable rate Euro-denominated medium term notes. Funds sufficient to repay all obligations associated with the remaining €7.6 million of Euro-denominated medium term notes at maturity have been placed in escrow for satisfaction of these obligations.

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We also had outstanding as of December 31, 2006 approximately $545.3 million in borrowings, net of a $10.5 million discount, consisting of pre-Acquisition ABS Notes with an average interest rate of 3.2%. These pre-Acquisition ABS Notes have maturities ranging from 2007 to 2009. See “U.S. Fleet Debt” for a discussion of the collateralization of the pre-Acquisition ABS Notes.

Credit Facilities

As of December 31, 2006, the following credit facilities were available for the use of Hertz and its subsidiaries:

·The Senior Term Facility had $11.1 million available under the letter of credit facility. No amounts were available to refinance certain existing debt under the delayed draw facility.

·The Senior ABL Facility had the foreign currency equivalent of approximately $1,600.0 million of remaining capacity, all of which was available under the borrowing base limitation and $181.8 million of which was available under the letter of credit facility sublimit.

·The International Fleet Debt Facilities had the foreign currency equivalent of approximately $1,236.4 million of remaining capacity and $231.4 million available under the borrowing base limitation.

·The U.S. Fleet Debt had approximately $1,500.0 million of remaining capacity and $34.3 million available under the borrowing base limitation. No additional amounts were available under the letter of credit facility.

·The Fleet Financing Facility had approximately $107.0 million of remaining capacity and $16.5 million available under the borrowing base limitation.

As of December 31, 2006, substantially all of our assets are pledged under one or more of the facilities noted above. We are currently in compliance with all of the covenants contained in the various facilities noted above that are currently applicable to us.

Contractual Obligations

The following table details the contractual cash obligations for debt and related interest payable, operating leases and concession agreements and other purchase obligations as of December 31, 2006 (in millions of dollars):

			Payments Due by Period
	Total		2007		2008 to 2009		2010 to 2011		After 2011
Debt(1)	$	12,359.4	$	2,543.2	$	1,863.2	$	3,045.0		$	4,908.0
Interest on debt(2)	3,504.6		737.2		1,149.7		850.1			767.6
Operating leases and concession agreements(3)	1,740.2		385.2		502.2		269.9			582.9
Purchase obligations(4)	5,699.8		5,595.1		104.1		0.6			—
Total	$	23,304.0	$	9,260.7	$	3,619.2	$	4,165.6		$	6,258.5

(1)Amounts represent aggregate debt obligations included in “Debt” in our consolidated balance sheet and include $2,162.6 million of commercial paper and other short-term borrowings. These amounts exclude estimated payments under interest rate swap agreements. See Note 3 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

(2)Amounts represent the estimated interest payments based on the principal amounts, minimum non-cancelable maturity dates and applicable interest rates on the debt at December 31, 2006.

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The minimum non-cancelable obligations under the International Fleet Debt, Senior ABL Facility and the Fleet Financing Facility matured between January and March 2007. While there was no requirement to do so, these obligations were subsequently renewed.

(3)Includes obligations under various concession agreements, which provide for payment of rents and a percentage of revenue with a guaranteed minimum, and lease agreements for real estate, revenue earning equipment and office and computer equipment. Such obligations are reflected to the extent of their minimum non-cancelable terms. See Note 9 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

(4)Purchase obligations represent agreements to purchase goods or services that are legally binding on us and that specify all significant terms, including fixed or minimum quantities; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Only the minimum non-cancelable portion of purchase agreements and related cancellation penalties are included as obligations. In the case of contracts, which state minimum quantities of goods or services, amounts reflect only the stipulated minimums; all other contracts reflect estimated amounts. Of the total purchase obligations as of December 31, 2006, $5,499.0 million represent fleet purchases where contracts have been signed or are pending with committed orders under the terms of such arrangements. We do not regard our employment relationships with our employees as “agreements to purchase services” for these purposes.

Other Factors

Goodwill and Other Intangible Assets Following the Acquisition

We have recognized a significant amount of goodwill and other intangible assets in connection with the Acquisition. We perform an impairment analysis with respect to our goodwill and indefinite-lived intangible assets at least annually, or more frequently if changes in circumstances indicate that the carrying amount of the goodwill or other intangible assets may not be recoverable. If we identify an impairment in goodwill or other intangible assets we may be required to take a charge that could negatively impact our future earnings.

Foreign Currency

Provisions are not made for U.S. income taxes on undistributed earnings of foreign subsidiaries that are intended to be indefinitely reinvested outside the United States or are expected to be remitted free of taxes. Foreign operations have been financed to a substantial extent through loans from local lending sources in the currency of the countries in which such operations are conducted. Car rental operations in foreign countries are, from time to time, subject to governmental regulations imposing varying degrees of currency restrictions. Currency restrictions and other regulations historically have not had a material impact on our operations as a whole.

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Capital Expenditures

The table below shows revenue earning equipment and property and equipment capital expenditures and related disposal proceeds received by quarter for 2006, 2005 and 2004 (in millions of dollars):

	Revenue Earning Equipment										Property and Equipment
	Capital Expenditures			Disposal Proceeds			Net Capital Expenditures (Proceeds)				Capital Expenditures			Disposal Proceeds				Net Capital Expenditures
2006
Successor
First Quarter		$	3,862.1	$	(2,591.3	)		$	1,270.8			$	64.7		$	(19.8	)		$	44.9
Second Quarter		3,678.2		(2,308.2		)		1,370.0				65.9			(8.7		)		57.2
Third Quarter		1,814.5		(2,099.0		)		(284.5		)		50.5			(19.3		)		31.2
Fourth Quarter		2,066.1		(2,556.5		)		(490.4		)		42.8			(16.3		)		26.5
Total Year		$	11,420.9	$	(9,555.0	)		$	1,865.9			$	223.9		$	(64.1	)		$	159.8
2005
Predecessor
First Quarter		$	3,600.2	$	(2,307.4	)		$	1,292.8			$	81.3		$	(9.0	)		$	72.3
Second Quarter		4,040.4		(2,304.3		)		1,736.1				105.5			(21.3		)		84.2
Third Quarter		2,377.5		(2,579.5		)		(202.0		)		92.9			(19.0		)		73.9
Fourth Quarter (Oct. 1-Dec. 20, 2005)		2,168.1		(2,915.1		)		(747.0		)		54.8			(23.3		)		31.5
Successor
Fourth Quarter (Dec. 21-Dec. 31, 2005)		234.8		(199.7		)		35.1				8.5			(1.2		)		7.3
Total Year		$	12,421.0	$	(10,306.0	)		$	2,115.0			$	343.0		$	(73.8	)		$	269.2
2004
Predecessor
First Quarter		$	2,916.1	$	(1,860.7	)		$	1,055.4			$	61.2		$	(11.7	)		$	49.5
Second Quarter		3,804.1		(1,921.2		)		1,882.9				82.8			(20.9		)		61.9
Third Quarter		2,179.0		(2,321.8		)		(142.8		)		74.6			(19.4		)		55.2
Fourth Quarter		2,410.9		(2,637.2		)		(226.3		)		67.8			(7.3		)		60.5
Total Year		$	11,310.1	$	(8,740.9	)		$	2,569.2			$	286.4		$	(59.3	)		$	227.1

Revenue earning equipment expenditures in our car rental operations were $10,545.7 million, $11,493.9 million and $10,665.4 million for the years ended December 31, 2006, 2005 and 2004, respectively. Revenue earning equipment expenditures in our equipment rental operations were $875.2 million, $927.1 million and $644.7 million for the years ended December 31, 2006, 2005 and 2004, respectively.

Revenue earning equipment expenditures in our car rental and equipment rental operations for the year ended December 31, 2006 decreased by 8.2% and 5.6%, respectively, compared to the year ended December 31, 2005. The decrease in our car rental revenue earning equipment expenditures is due to the change in the mix of purchases made during the year ended December 31, 2006 as compared to the year ended December 31, 2005. Revenue earning equipment expenditures in our car rental and equipment rental operations for the year ended December 31, 2005 increased by 7.8% and 43.8%, respectively, compared to the year ended December 31, 2004. The increase in equipment rental revenue earning equipment expenditures is primarily the result of higher rental volume.

Property and equipment expenditures in our car rental operations were $166.4 million, $271.1 million and $220.3 million for the years ended December 31, 2006, 2005 and 2004, respectively. Property and equipment expenditures in our equipment rental operations were $54.4 million $69.0 million and $63.1 million for the years ended December 31, 2006, 2005 and 2004, respectively. Property and equipment expenditures in our “corporate and other” activities were $3.1 million, $2.9 million and $3.0 million for the years ended December 31, 2006, 2005 and 2004, respectively.

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Property and equipment expenditures in our car rental, equipment rental and “corporate and other” operations for the year ended December 31, 2006 decreased by 38.6%, 21.2% and increased by 6.9%, respectively, compared to the year ended December 31, 2005. Property and equipment expenditures in our car rental, equipment rental and “corporate and other” operations for the year ended December 31, 2005 increased by 23.0%, 9.4% and decreased by 3.3%, respectively, compared to the year ended December 31, 2004.

For the year ended December 31, 2006, we experienced a level of net expenditures for revenue earning equipment and property and equipment slightly lower than our net expenditures in 2005. This decrease was due to a decrease in the percentage of program cars purchased and an increase in the percentage of lower cost non-program cars purchased for the year ended December 31, 2006.

For the year ended December 31, 2005, we experienced a level of net expenditures for revenue earning equipment and property and equipment slightly lower than our net expenditures in 2004. The net capital expenditures decrease was due to increased disposals partly offset by increases in the prices of 2006 model year vehicles acquired beginning in the fourth quarter of 2005, together with capital expenditures relating to the expansion of our off-airport locations.

Off-Balance Sheet Commitments

As of December 31, 2006 and 2005, the following guarantees (including indemnification commitments) were issued and outstanding:

Indemnifications

In the ordinary course of business, we execute contracts involving indemnifications standard in the relevant industry and indemnifications specific to a transaction such as the sale of a business. These indemnifications 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. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a third-party claim. We regularly evaluate the probability of having to incur costs associated with these indemnifications and have accrued for expected losses that are probable and estimable. The types of indemnifications for which payments are possible include the following:

Sponsors; Directors

On the Closing Date, Hertz entered into customary indemnification agreements with Hertz Holdings, the Sponsors and Hertz Holdings’ stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, Hertz Holdings’ stockholders affiliated with the Sponsors 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 the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We do not believe that these indemnifications are reasonably likely to have a material impact on us. We have also entered into indemnification agreements with each of our directors.

Environmental

We have indemnified various parties for the costs associated 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 we may be held responsible could be substantial. The probable losses that we expect to incur for such matters have been accrued, and those losses are reflected in our consolidated financial

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statements. As of December 31, 2006 and December 31, 2005, the aggregate amounts accrued for environmental liabilities, including liability for environmental indemnities, reflected in our consolidated balance sheet in “Other accrued liabilities” were $3.7 million and $3.9 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including ongoing maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the sites. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Risk Management

For a discussion of additional risks arising from our operations, including vehicle liability, general liability and property damage insurable risks, see “Item 1—Business—Risk Management.”

Market Risks

We are exposed to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. 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 historically 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. For more information on these exposures, see Note 13 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Interest Rate Risk

From time to time, we enter into interest rate swap agreements to manage interest rate risk. Effective September 30, 2003, we entered into interest rate swap agreements relating to the issuance of our 4.7% notes due October 2, 2006. Effective June 3, 2004, we entered into interest rate swap agreements relating to the issuance of our 6.35% notes due June 15, 2010. Under these agreements, we paid interest at a variable rate in exchange for fixed rate receipts, effectively transforming these notes to floating rate obligations. As a result of the Acquisition, a significant portion of the underlying fixed rate debt was tendered, causing the interest rate swaps to be ineffective as of December 21, 2005. Consequently, any changes in the fair value of the derivatives were recognized in the statement of operations. Between December 21, 2005 (the date the hedge accounting was discontinued) and December 31, 2005, the fair value adjustment related to these interest rate swaps was a gain of $2.7 million, which was recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. During January 2006, we assigned these interest rate swaps to a third party in return for cash. As a result of the assignment of these interest rate swaps, we recorded a gain of $1.0 million which is reflected in our consolidated statement of operations in ““Selling, general and administrative” expenses.”

In connection with the Acquisition and the issuance of the $3,550.0 million of floating rate U.S. Fleet Debt, HVF and Hertz entered into seven interest rate swap agreements, or the “HVF Swaps,” effective December 21, 2005. These agreements mature at various terms, in connection with the scheduled maturity of the associated debt obligations, through November 25, 2011. Under these agreements, we

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pay monthly interest at a fixed rate of 4.5% per annum in exchange for monthly amounts at one-month LIBOR, effectively transforming the floating rate U.S. Fleet Debt to fixed rate obligations.

In connection with the remaining €7.6 million untendered balance of our Euro-denominated medium term notes, we entered into an interest rate swap agreement on December 21, 2005, effective January 16, 2006, and maturing on July 16, 2007. The purpose of this interest rate swap is to lock in the interest cash outflows at a fixed rate of 4.1% on the variable rate Euro-denominated medium term notes.

In May 2006, in connection with the forecasted issuance of the permanent take-out international asset-based facilities, HIL purchased two swaptions for €3.3 million, to protect itself from interest rate increases. These swaptions give HIL the right, but not the obligation, to enter into three year interest rate swaps based on a total notional amount of €600 million at an interest rate of 4.155%. The swaptions were renewed in 2007 prior to their scheduled expiration date of March 15, 2007 and now expire on September 5, 2007.

See Notes 3, 13 and 16 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

We have a significant amount of debt (including under our U.S. and International Fleet Debt and Senior ABL Facility) with variable rates of interest based generally on LIBOR, EURIBOR or their equivalents for local currencies plus an applicable margin. Increases in interest rates could therefore significantly increase the associated interest payments that we are required to make on this debt.

We have assessed our exposure to changes in interest rates by analyzing the sensitivity to our earnings assuming various changes in market interest rates. Assuming a hypothetical increase of one percentage point in interest rates on our debt portfolio as of December 31, 2006, our net interest expense would increase by an estimated $15.9 million over a twelve-month period.

Consistent with the terms of the agreements governing the respective debt obligations, we may hedge a portion of the floating rate interest exposure under the Senior Credit Facilities and the U.S. and International Fleet Debt to provide protection in respect of such exposure.

Foreign Currency Risk

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing for working capital needs. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. The effect of exchange rate changes on these financial instruments would not materially affect our consolidated financial position, results of operations or cash flows. Our risks with respect to currency option contracts are limited to the premium paid for the right to exercise the option and the future performance of the option’s counterparty. Premiums paid for options outstanding as of December 31, 2006, were approximately $0.3 million, and we limit counterparties to financial institutions that have strong credit ratings.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts at the time of the loans. The forward rate is reflected in the intercompany loan rate to the subsidiaries, and as a result, the forward contracts have no material impact on our results of operations.

In connection with the Transactions, we issued €225 million of unhedged Senior Euro Notes. Prior to October 1, 2006, our Senior Euro Notes were not designated as a net investment hedge of our Euro-denominated net investments. For the nine months ended September 30, 2006, we incurred unrealized exchange transaction losses of $19.2 million resulting from the translation of these Euro-denominated notes into the U.S. dollar, which are recorded in our consolidated statement of

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operations in “Selling, general and administrative” expenses. On October 1, 2006, we designated our Senior Euro Notes as an effective net investment hedge of our Euro-denominated net investment in our foreign operations. As a result of this net investment hedge designation, as of December 31, 2006, $7.1 million of losses attributable to the translation of our Senior Euro Notes into the U.S. dollar are recorded in our consolidated balance sheet in “Accumulated other comprehensive income (loss).”

Inflation

The increased acquisition cost of vehicles is the primary inflationary factor affecting us. Many of our other operating expenses are also expected to increase with inflation, including health care costs. Management does not expect that the effect of inflation on our overall operating costs will be greater for us than for our competitors.

Like-Kind Exchange Program

In January 2006, we implemented a like-kind exchange program for our U.S. car rental business. Pursuant to the program, we dispose of vehicles and acquire replacement vehicles in a form intended to allow such dispositions and replacements to qualify as tax-deferred “like-kind exchanges” pursuant to section 1031 of the Internal Revenue Code. The program has resulted in a material deferral of federal and state income taxes for fiscal 2006. A like-kind exchange program for HERC has been in place for several years. We cannot, however, offer assurance that the expected tax deferral will be achieved or that the relevant law concerning the programs will remain in its current form. In addition, the benefit of deferral is subject to recapture, if, for example, there were a material downsizing of our fleet.

Employee Retirement Benefits

Pension

We sponsor defined benefit pension plans worldwide. Pension obligations give rise to significant expenses that are dependent on assumptions discussed in Note 5 of the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.” Our 2006 worldwide pre-tax pension expense was approximately $35.6 million, which is a decrease of $1.9 million from 2005 primarily attributable to the elimination of the amortization of net loss component of 2006 net periodic pension cost because of the purchase accounting charges that were recognized in 2005. As of the Acquisition date, a liability was recorded for the projected benefit obligation in excess of plan assets, which eliminated any previously existing unrecognized net gain or loss, or unrecognized prior service cost.

The funded status (i.e., the dollar amount by which the present value of projected benefit obligations exceeded the market value of pension plan assets) of our U.S. qualified plan, in which most domestic employees participate, declined as of December 31, 2006, compared with December 31, 2005. The ratio of assets to the projected benefit obligation was consistent from December 31, 2005 to December 31, 2006. The primary reason for the decline in dollar terms is that no contributions were made in 2006.

We review our pension assumptions regularly and from time to time make contributions beyond those legally required. For example, no discretionary contributions were made to our U.S. qualified plan in the year ended December 31, 2006 and $28.0 million and $48.0 million were made to our U.S. qualified plan for the years ended December 31, 2005 and 2004, respectively. After giving effect to these contributions, based on current interest rates and on our return assumptions and assuming no additional contributions, we do not expect to be required to pay any variable-rate premiums to the Pension Benefit Guaranty Corporation before 2010. For the year ended December 31, 2006, we contributed $28.8 million to our worldwide pension plans, including a discretionary contribution of

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$15.6 million to our U.K. defined benefit pension plan and benefit payments made through unfunded plans.

We participate in various “multiemployer” pension plans administrated by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. In the event that we withdrew from participation in one of these plans, then applicable law could require us to make an additional lump-sum contribution to the plan, and we would have to reflect that as an expense in our statement of operations and as a liability on our balance sheet. Our withdrawal liability for any multiemployer plan would depend on the extent of the plan’s funding of vested benefits. We currently do not expect to incur any material withdrawal liability in the near future. However, in the ordinary course of our renegotiation of collective bargaining agreements with labor unions that maintain these plans, we could decide to discontinue participation in a plan, and in that event we could face a withdrawal liability. Some multiemployer plans, including one in which we participate, are reported to have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

Other Postretirement Benefits

We provide limited postretirement health care and life insurance for employees of our domestic operations with hire dates prior to January 1, 1990. There are no plan assets associated with this plan. We provide for these postretirement costs through monthly accruals. The net periodic postretirement benefit cost for the year ended December 31, 2006 was $1.1 million and the accumulated benefit obligation as of December 31, 2006 was $16.6 million compared to a net periodic postretirement benefit cost of $1.6 million for the year ended December 31, 2005 and an accumulated benefit obligation of $18.2 million as of December 31, 2005. The decrease in the accumulated benefit obligation was primarily attributable to the increase in the discount rate from 5.5% as of December 31, 2005 to 5.7% as of December 31, 2006.

Hertz Holdings Stock Incentive Plan

On February 15, 2006, our Board of Directors and that of Hertz jointly approved the Hertz Global Holdings, Inc. Stock Incentive Plan, or the “Stock Incentive Plan.” The Stock Incentive Plan provides for the sale of shares of stock of Hertz Holdings to our executive officers, other key employees and directors as well as the grant of stock options to purchase shares of Hertz Holdings to those individuals.

During the second quarter of 2006, we made an equity offering to approximately 350 of Hertz’s executives and key employees (not including Craig R. Koch, our former Chief Executive Officer). The shares sold and options granted to our employees in connection with this equity offering are subject to and governed by the terms of the Stock Incentive Plan. The offering closed on May 5, 2006. In connection with this offering, we sold 1,757,354 shares at a purchase price of $10.00 per share and granted options to purchase an additional 2,786,354 shares at an exercise price of $10.00 per share ($4.56 after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006). In addition, on May 18, 2006, we granted Hertz’s key executives and employees (except for Mr. Koch) options to acquire an additional 9,515,000 shares of our common stock at $10.00 per share ($4.56 after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006), 800,000 shares at $15.00 per share ($9.56 after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006) and 800,000 shares at $20.00 per share ($14.56 after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006). These options are subject to and governed by the Stock Incentive Plan.

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On June 12, 2006, Mr. Koch purchased 50,000 shares of the common stock of Hertz Holdings at a purchase price of $10.00 per share and received options to purchase an additional 100,000 shares at a purchase price of $10.00 per share ($5.68 after adjustment for the special cash dividend paid on June 30, 2006). On August 15, 2006, the options issued to Mr. Koch in June 2006 were cancelled and he was issued options to purchase 112,000 shares of common stock of Hertz Holdings at an exercise price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006). Hertz Holdings made a payment to Mr. Koch in connection with his share purchase equal to $80,000.

On August 15, 2006, certain newly-hired employees purchased an aggregate of 20,000 shares at a purchase price of $7.68 per share and were granted options to purchase 220,000 shares of Hertz Holdings stock at an exercise price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006). Also on August 15, 2006, in accordance with the terms of his employment agreement, Mr. Frissora purchased 1,056,338 shares of the common stock of Hertz Holdings at a price of $5.68 per share and was granted options to purchase 800,000 shares of common stock of Hertz Holdings at an exercise price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006), 400,000 options at an exercise price of $10.68 per share ($9.56 after adjustment for the special cash dividend paid on November 21, 2006) and 400,000 options at an exercise price of $15.68 per share ($14.56 after adjustment for the special cash dividend paid on November 21, 2006). All of Mr. Frissora’s options will vest 20% per year on the first five anniversaries of the date of commencement of his employment and will have a ten year term.

During September 2006, we determined that the fair value of our common stock as of August 15, 2006 was $16.37 per share, rather than the $7.68 that had originally been determined at that time and which we use for purposes of the Stock Incentive Plan and federal income tax purposes. Consequently, we recognized compensation expense of approximately $13.0 million, including amounts for a tax gross-up on the initial $2.00 discount to fair market value in accordance with Mr. Frissora’s employment agreement, in the quarter ended September 30, 2006.

In order to assist management and the Compensation Committee of the Board of Directors in their determination of the value of the common stock of Hertz Holdings, Hertz engaged an independent valuation specialist to perform a valuation of the common stock of Hertz Holdings at May 15, 2006 and June 30, 2006. The May 15th date is close to the initial stock purchase and option grant date of May 5, 2006 and the second option grant date of May 18, 2006. The June 30th date coincides with the payment of the special cash dividend of $4.32 per share.

The independent valuation specialist weighted each of the income, market transaction and market comparable valuation approaches equally. Management and the Compensation Committee of the Board of Directors believe that the valuation approaches employed are appropriate for an enterprise such as Hertz Holdings, which has an established financial history of profitable operations and generation of positive cash flows. The results of the approaches were not significantly different from one another.

In connection with the authorization of the special cash dividend of $4.32 per share paid on June 30, 2006, the Board of Hertz Holdings authorized the modification of the option exercise prices downward by an amount equal to the per share amount of the special cash dividend paid on June 30, 2006, thereby preserving the intrinsic value of the options, consistent with applicable tax law. In order to assist management and the Compensation Committee of the Board of Directors in their determination of the value of the common stock of Hertz Holdings, an independent valuation was performed as of immediately before and after the modification. We will recognize incremental compensation cost of approximately $14.1 million related to the cost of modifying the exercise prices of the stock options for the special cash dividend over the remainder of the five-year requisite vesting period that began on the grant date.

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Prior to the consummation of the initial public offering of the common stock of Hertz Holdings on November 21, 2006, Hertz Holdings declared a special cash dividend, to be paid promptly following the completion of the offering. In connection with the special cash dividend, Hertz Holdings’ outstanding stock options were adjusted to preserve the intrinsic value of the options, consistent with applicable tax law and the terms of the Stock Incentive Plan. The Board approved this modification on October 12, 2006. Beginning on that date, the cost of the modification was recognized ratably over the remainder of the requisite service period for each grant. Because the modification was effective before the amount of the dividend was known, the cost of the modification reflected the assumption that the dividend would be funded by the proceeds to Hertz Holdings from the sale of the common stock after deducting underwriting discounts and commissions and offering expenses. The assumed proceeds from the sale of the common stock were determined by assuming an offering price equivalent to the midpoint of the range set forth on the cover page of the initial public offering prospectus (or $17.00 per share) and resulted in an estimated dividend of $1.83 per share. The actual dividend declared was $1.12 per share. We will recognize incremental compensation cost of $14.2 million related to the cost of modifying the exercise prices of the stock options for the special cash dividend paid on November 21, 2006 over the remainder of the five-year requisite service period. This charge was based on the estimated dividend, rather than the actual dividend paid.

Share Purchase by Our Chief Executive Officer

On July 10, 2006, Mark P. Frissora accepted an offer of employment to serve as our Chief Executive Officer. On August 15, 2006, Mr. Frissora purchased 1,056,338 shares of our common stock at a price of $5.68 per share, which was $2.00 below the fair market value of $7.68 on that date. As discussed under “—Critical Accounting Policies and Estimates—Stock-Based Compensation,” we have subsequently determined that the fair value of our common stock as of August 15, 2006 should be $16.37 per share, rather than $7.68 as had originally been determined at that time. Consequently, we recognized compensation expense of approximately $13.0 million, including amounts for a tax gross-up on the initial $2.00 discount to fair market value in accordance with Mr. Frissora’s employment agreement, in the third quarter of 2006.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, or “FIN 48,” “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The impact of FIN 48 on our financial position as of January 1, 2007 is estimated to be up to a $30.0 million increase in total liabilities.

In June 2006, the Emerging Issues Task Force, or “EITF,” issued EITF No. 06-3, or “EITF 06-3,” “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation),” which relates to any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction. EITF 06-3 states that the presentation of the taxes, either on a gross (included in revenues and costs) or a net basis (excluded from revenues), is an accounting policy decision that should be disclosed pursuant to Accounting Principles Board Opinion No. 22, “Disclosure of Accounting Policies,” if those amounts are significant. EITF 06-3 should be applied to financial reports for interim and annual reporting periods beginning after December 15, 2006. Sales tax amounts collected from customers have been

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recorded on a net basis. The adoption of EITF 06-3 will not have any impact on our financial position or results of operations.

In September 2006, the United States Securities and Exchange Commission or the “SEC,” issued Staff Accounting Bulletin No. 108, or “SAB No. 108.” “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 provides guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current year financial statements for purposes of determining whether the current year’s financial statements are materially misstated. SAB No. 108 requires registrants to apply the new guidance to material errors in existence at the beginning of the first fiscal year ending after November 15, 2006 by correcting those errors through a one-time cumulative effect adjustment to beginning-of-year retained earnings. The adoption of SAB No. 108 did not have any impact on our financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157 or “SFAS No. 157”, “Fair Value Measurements,” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for the fiscal year beginning after November 15, 2007. We are currently reviewing SFAS No. 157 to determine its impact, if any, on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, or “SFAS No. 159,” “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The provisions of SFAS 159 are effective as of January 1, 2008. We are currently reviewing SFAS 159 to determine its impact, if any, on our financial position or results of operations..

ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risks,” which appears on pages 93 to 95 of this Annual Report.

99

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders

of Hertz Global Holdings, Inc.:

We have completed integrated audits of Hertz Global Holdings, Inc.’s 2006 and 2005 consolidated financial statements and of its internal control over financial reporting as of December 31, 2006 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements and financial statement schedules

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Hertz Global Holdings, Inc. and its subsidiaries (Successor Company) at December 31, 2006 and December 31, 2005, and the results of their operations and their cash flows for the year ended December 31, 2006 and for the period from December 21, 2005 to December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed in the index appearing under Item 15(a)(2) present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedules are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control - Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider

100

necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

March 30, 2007

To The Board of Directors and

Shareholder of Hertz Global Holdings, Inc.:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the results of operations and cash flows of Hertz Global Holdings, Inc. and its subsidiaries (Predecessor Company) for the period from January 1, 2005 to December 20, 2005 and for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

April 4, 2006, except for the effects of the restatement described

in Note 1A (not presented herein) to the consolidated financial

statements appearing under Item 8 of the Company's Annual

Report on Form 10-K/A for the year ended December 31, 2005,

as to which the date is July 14, 2006

101

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In Thousands of Dollars)

	December 31, 2006			December 31, 2005
ASSETS
Cash and equivalents	$	674,549		$	843,908
Restricted cash	552,516			289,201
Receivables, less allowance for doubtful accounts of $1,989 and $460	1,656,542			1,823,188
Inventories, at lower of cost or market	112,119			105,532
Prepaid expenses and other assets	369,922			396,415
Revenue earning equipment, at cost:
Cars	8,188,794			7,439,579
Less accumulated depreciation	(822,387		)	(40,114		)
Other equipment	2,686,947			2,083,299
Less accumulated depreciation	(247,846		)	(7,799		)
Total revenue earning equipment	9,805,508			9,474,965
Property and equipment, at cost:
Land, buildings and leasehold improvements	969,195			921,421
Service equipment	597,882			474,110
	1,567,077			1,395,531
Less accumulated depreciation	(199,020		)	(5,507		)
Total property and equipment	1,368,057			1,390,024
Other intangible assets, net	3,173,495			3,235,265
Goodwill	964,693			1,022,381
Total assets	$	18,677,401		$	18,580,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	654,327		$	621,876
Accrued salaries and other compensation	463,466			433,636
Other accrued liabilities	513,483			446,292
Accrued taxes	92,469			115,462
Debt	12,276,184			12,515,005
Public liability and property damage	327,024			320,955
Deferred taxes on income	1,801,073			1,852,542
Total liabilities	16,128,026			16,305,768
Commitments and contingencies
Minority interest	14,813			8,929
Stockholders’ equity:
Common Stock, $0.01 par value, 2,000,000,000 shares authorized, 320,618,692 and 229,500,000 shares issued	3,206			2,295
Preferred Stock, $0.01 par value, 200,000,000 shares authorized, no shares issued	—			—
Additional capital paid-in	2,427,293			2,292,705
Retained earnings (deficit)	9,535			(21,346		)
Accumulated other comprehensive income (loss)	94,528			(7,472		)
Total stockholders’ equity	2,534,562			2,266,182
Total liabilities and stockholders’ equity	$	18,677,401		$	18,580,879

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

102

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands of Dollars, except share data)

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Revenues:
Car rental		$	6,273,612			$	129,448			$	5,820,473			$	5,430,805
Equipment rental		1,672,093				22,430				1,392,461				1,161,955
Other		112,700				2,591				101,811				83,192
Total revenues		8,058,405				154,469				7,314,745				6,675,952
Expenses:
Direct operating		4,475,974				102,958				4,086,344				3,734,361
Depreciation of revenue earning equipment		1,757,202				43,827				1,555,862				1,463,258
Selling, general and administrative		723,921				15,167				623,386				591,317
Interest, net of interest income of $42,553, $1,077, $36,156 and $23,707		900,657				25,735				474,247				384,464
Total expenses		7,857,754				187,687				6,739,839				6,173,400
Income (loss) before income taxes and minority interest		200,651				(33,218		)		574,906				502,552
(Provision) benefit for taxes on income		(67,994		)		12,243				(191,332		)		(133,870		)
Minority interest		(16,714		)		(371		)		(12,251		)		(3,211		)
Net income (loss)		$	115,943			$	(21,346	)		$	371,323			$	365,471
Weighted average shares outstanding (in thousands)
Basic		242,460				229,500				229,500				229,500
Diluted		243,354				229,500				229,500				229,500
Earnings (loss) per share
Basic		$	0.48			$	(0.09	)		$	1.62			$	1.59
Diluted		$	0.48			$	(0.09	)		$	1.62			$	1.59

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

103

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands of Dollars, except share data)

	Number of Shares	Common Stock			Preferred Stock			Additional Capital Paid-In			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity
Predecessor
Balance at:
DECEMBER 31, 2003	100		$	—		$	—	$	983,132		$	1,113,746			$	128,513			$	2,225,391
Net income											365,471								365,471
Translation adjustment changes															83,420				83,420
Unrealized holding losses on securities, net of tax of $8															(82		)		(82		)
Minimum pension liability adjustment, net of tax of $1,076															(3,953		)		(3,953		)
Total Comprehensive Income																			444,856
DECEMBER 31, 2004	100		—			—		983,132			1,479,217				207,898				2,670,247
Net income											371,323								371,323
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $281															424				424
Translation adjustment changes															(123,893		)		(123,893		)
Unrealized holding losses on securities, net of tax of $5															(37		)		(37		)
Minimum pension liability adjustment, net of tax of $5,891															(12,076		)		(12,076		)
Total Comprehensive Income																			235,741
Dividend to Ford Motor Company											(1,185,000		)						(1,185,000		)
DECEMBER 20, 2005	100		—			—		983,132			665,540				72,316				1,720,988
Successor
Balance at:
DECEMBER 21, 2005	—		—			—		—			—				—				—
Sale of common stock	229,500,000		2,295					2,292,705											2,295,000
Net loss											(21,346		)						(21,346		)
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $2,704															(4,078		)		(4,078		)
Translation adjustment changes															(3,394		)		(3,394		)
Total Comprehensive Loss																			(28,818		)
DECEMBER 31, 2005	229,500,000		2,295			—		2,292,705			(21,346		)		(7,472		)		2,266,182
Net income											115,943								115,943
Translation adjustment changes															95,023				95,023
Unrealized holding losses on securities, net of tax of $4															(30		)		(30		)
Unrealized loss on Euro-denominated debt, net of tax of $4,648															(7,066		)		(7,066		)
Change in fair value of derivatives qualifying as cash flow hedges, net of tax of $5,023															7,621				7,621
Adjustment to initially apply FASB Statement No. 158, net of tax of $4,873															6,438				6,438
Minimum pension liability adjustment, net of tax of $9															14				14
Total Comprehensive Income																			217,943
Sale of common stock in initial public offering	88,235,000		882					1,259,384											1,260,266
Cash dividends ($4.32 and $1.12 per common share)								(1,174,456		)	(85,062		)						(1,259,518		)
Stock-based employee compensation								25,452											25,452
Sale of stock under employee equity offering	2,883,692		29					24,208											24,237
DECEMBER 31, 2006	320,618,692		$	3,206		$	—	$	2,427,293		$	9,535			$	94,528			$	2,534,562

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

104

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Cash flows from operating activities:
Net income (loss)		$	115,943			$	(21,346	)		$	371,323			$	365,471
Non-cash expenses:
Depreciation of revenue earning equipment		1,757,202				43,827				1,555,862				1,463,258
Depreciation of property and equipment		197,230				5,511				182,363				177,597
Amortization of other intangible assets		61,614				2,075				749				607
Amortization of deferred financing costs		66,127				1,304				5,299				4,960
Amortization of debt discount		38,872				456				1,999				2,543
Stock-based employee compensation		27,179				—				10,496				5,584
Provision for public liability and property damage		169,143				1,918				158,050				153,139
Loss on revaluation of foreign denominated debt		19,233				(2,826		)		—				—
Provision for losses on doubtful accounts		17,132				462				11,447				14,133
Minority interest		16,714				371				12,251				3,211
Deferred taxes on income		30,354				(12,243		)		(411,461		)		129,576
Changes in assets and liabilities, net of effects of acquisition:
Receivables		229,663				(121,497		)		(547,302		)		57,303
Due from affiliates		—				107,791				83,868				75,607
Inventories, prepaid expenses and other assets		(17,128		)		(166,545		)		(134,052		)		(27,778		)
Accounts payable		(4,708		)		(58,565		)		(32,676		)		(58,318		)
Accrued liabilities		86,308				(52,157		)		51,364				50,831
Accrued taxes		(3,789		)		1,881				572,452				12,315
Payments of public liability and property damage claims and expenses		(192,524		)		(7,938		)		(155,904		)		(178,654		)
Net cash provided by (used in) operating activities		$	2,614,565			$	(277,521	)		$	1,736,128			$	2,251,385

105

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In Thousands of Dollars)

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Cash flows from investing activities:
Net change in restricted cash		$	(260,212	)		$	(273,640	)		$	(12,660	)		$	(2,901	)
Purchase of predecessor company stock		—				(4,379,374		)		—				—
Proceeds from sales (purchases) of short-term investments, net		—				—				556,997				(56,889		)
Revenue earning equipment expenditures		(11,420,898		)		(234,757		)		(12,186,205		)		(11,310,032		)
Proceeds from disposal of revenue earning equipment		9,555,025				199,711				10,106,260				8,740,920
Property and equipment expenditures		(223,943		)		(8,503		)		(334,543		)		(286,428		)
Proceeds from disposal of property and equipment		64,144				1,246				72,572				59,253
Available-for-sale securities:
Purchases		(2,464		)		—				(243		)		(11,261		)
Sales		514				—				245				19,448
Other		(66		)		—				—				—
Changes in investment in joint venture		—				—				—				2,000
Net cash used in investing activities		(2,287,900		)		(4,695,317		)		(1,797,577		)		(2,845,890		)
Cash flows from financing activities:
Issuance of an intercompany note		—				—				1,185,000				—
Proceeds from issuance of long-term debt		1,309,437				8,643,894				27,162				1,985,981
Repayment of long-term debt		(1,247,425		)		(5,118,559		)		(619,402		)		(913,635		)
Short-term borrowings:
Proceeds		747,469				10,333				3,208,085				1,382,587
Repayments		(901,123		)		(1,357,614		)		(2,263,346		)		(973,659		)
Ninety-day term or less, net		(465,595		)		364,009				270,715				(846,780		)
Dividends paid		(1,259,518		)		—				(1,185,000		)		—
Proceeds from the sale of stock		1,284,503				2,295,000				—				—
Distributions to minority interest		(10,830		)		—				(8,614		)		—
Payment of financing costs		(40,783		)		(192,419		)		—				—
Net cash (used in) provided by financing activities		(583,865		)		4,644,644				614,600				634,494
Effect of foreign exchange rate changes on cash and equivalents		87,841				(1,894		)		(57,120		)		27,990
Net (decrease) increase in cash and equivalents during the period		(169,359		)		(330,088		)		496,031				67,979
Cash and equivalents at beginning of period		843,908				1,173,996				677,965				609,986
Cash and equivalents at end of period		$	674,549			$	843,908			$	1,173,996			$	677,965
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest (net of amounts capitalized)		$	681,480			$	124,005			$	416,436			$	377,279
Income taxes		33,645				(379		)		29,883				(4,149		)
Non-cash transactions excluded from cash flow presentation:
Revaluation of net assets to fair market value, net of tax		$	75,459			$	2,145,563			$	—			$	—
Non-cash settlement of outstanding balances with Ford		—				112,490				—				—

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

106

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Summary of Significant Accounting Policies

Background and Change in Ownership

Background

Hertz Global Holdings, Inc. is referred to herein as “Hertz Holdings.” The Hertz Corporation is referred to herein as “Hertz.” The terms “we,” “us,” and “our” refer to (i) prior to December 21, 2005, Hertz and its consolidated subsidiaries and (ii) on and after December 21, 2005, Hertz Holdings and its consolidated subsidiaries (including Hertz). 100% of Hertz’s outstanding capital stock is owned by Hertz Investors, Inc. (previously known as CCMG Corporation), and 100% of Hertz Investors, Inc.’s capital stock is owned by Hertz Holdings. Hertz Holdings was incorporated on August 31, 2005 by the Sponsors (as defined below) to serve as the top-level holding company for Hertz, its primary operating company. Financial information for the Predecessor period is for Hertz.

Hertz Holdings was incorporated in Delaware in 2005 and had no operations prior to the Acquisition (as defined below). Hertz was incorporated in Delaware in 1967 and is a successor to corporations that have been engaged in the automobile and truck rental and leasing business since 1918. Ford Motor Company, or “Ford,” first acquired an ownership interest in Hertz in 1987. Previously, Hertz had been a subsidiary of UAL Corporation (formerly Allegis Corporation), which had acquired Hertz’s outstanding capital stock from RCA Corporation in 1985. Hertz became a wholly owned subsidiary of Ford as a result of a series of transactions in 1993 and 1994. Hertz continued as a wholly owned subsidiary of Ford until April 1997. In 1997, Hertz completed a public offering of approximately 50.6% of Hertz’s Class A Common Stock, or the “Class A Common Stock,” which represented approximately 19.1% of Hertz’s economic interest. In March 2001, Ford, through a subsidiary, acquired all of Hertz’s outstanding Class A Common Stock that it did not already own for $35.50 per share, or approximately $735 million. As a result of that acquisition, Hertz’s Class A Common Stock ceased to be traded on the NYSE. However, because certain of Hertz’s debt securities were sold through public offerings, Hertz continued to file periodic reports under the Securities Exchange Act of 1934.

The Acquisition and Related Transactions

On December 21, 2005, or the “Closing Date,” investment funds associated with or designated by Clayton, Dubilier & Rice, Inc., or “CD&R,” The Carlyle Group, or “Carlyle,” and Merrill Lynch Global Private Equity, or “MLGPE,” or collectively the “Sponsors,” through CCMG Acquisition Corporation, a wholly owned subsidiary of Hertz Holdings (previously known as CCMG Holdings, Inc.) acquired all of Hertz’s common stock from a subsidiary of Ford, or the “Acquisition,” for aggregate consideration of $4,379 million in cash and debt refinanced or assumed of $10,116 million and transaction fees and expenses of $447 million. To finance the cash consideration for the Acquisition, to refinance certain of our existing indebtedness and to pay related transaction fees and expenses, or the “Transactions,” the Sponsors used:

·equity contributions totaling $2,295 million from the investment funds associated with or designated by the Sponsors;

·net proceeds from a private placement by CCMG Acquisition Corporation of $1,800 million aggregate principal amount of 8.875% Senior Notes due 2014, or the “Senior Dollar Notes,” $600 million aggregate principal amount of 10.5% Senior Subordinated Notes due 2016, or the “Senior Subordinated Notes,” and €225 million aggregate principal amount of 7.875% Senior Notes due 2014, or the “Senior Euro Notes.” In connection with the Transactions, CCMG Acquisition Corporation merged with and into Hertz, with Hertz as the surviving corporation of

107

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

the merger. CCMG Acquisition Corporation had no operations prior to the Acquisition. We refer to the Senior Dollar Notes and the Senior Euro Notes together as the “Senior Notes.” See Note 3—Debt;

·aggregate borrowings of approximately $1,707 million by us under a new senior term facility, or the “Senior Term Facility,” which consists of (a) a maximum borrowing capacity of $2,000 million, which included a delayed draw facility of $293 million and (b) a synthetic letter of credit facility in an aggregate principal amount of $250 million. See Note 16—Subsequent Events;

·aggregate borrowings of approximately $400 million by Hertz and one of its Canadian subsidiaries under a new senior asset-based revolving loan facility, or the “Senior ABL Facility,” with a maximum borrowing capacity of $1,600 million (which was increased in February 2007 to $1,800 million). We refer to the Senior Term Facility and the Senior ABL Facility together as the “Senior Credit Facilities.” See Note 16—Subsequent Events;

·aggregate proceeds of offerings totaling approximately $4,300 million by a special purpose entity wholly owned by us of asset-backed securities backed by our U.S. car rental fleet, or the “U.S. Fleet Debt,” all of which we issued under our existing asset-backed notes program, or the “ABS Program”; under which an additional $600 million of previously issued asset-backed medium term notes having maturities from 2007 to 2009 remain outstanding following the closing of the Transactions, and in connection with which approximately $1,500 million of variable funding notes in two series were also issued, but not funded, on the closing date of the Acquisition;

·aggregate borrowings of the foreign currency equivalent of approximately $1,781 million by certain of our foreign subsidiaries under asset-based revolving loan facilities with aggregate commitments equivalent to approximately $2,930 million (calculated in each case at December 31, 2005), subject to borrowing bases comprised of rental vehicles, rental equipment, and related assets of certain of our foreign subsidiaries, (all of which are organized outside of the United States) or one or more special purpose entities, as the case may be, and, rental equipment and related assets of certain of our subsidiaries organized outside North America or one or more special purpose entities, as the case may be, which facilities (together with certain capital lease obligations) are referred to collectively as the “International Fleet Debt;” and

·our cash on hand in an aggregate amount of approximately $6.1 million.

In connection with the Transactions, we also refinanced a significant portion of our existing indebtedness, which was repaid as follows:

·the repurchase of approximately $3,700 million in aggregate principal amount of existing senior notes having maturities from May 2006 to January 2028, of which additional notes in the aggregate principal amount of approximately $803.3 million remained outstanding following the Transactions;

·the repurchase of approximately €192.4 million (or approximately $230.0 million, calculated as of December 31, 2005) in aggregate principal amount of existing Euro-denominated medium term notes with a maturity of July 2007, of which additional medium term notes in the aggregate principal amount of approximately €7.6 million remained outstanding following the Transactions;

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·the repayment of a $1,185 million intercompany note issued by Hertz to Ford Holdings on June 10, 2005 that would have matured in June 2010;

·the repayment of approximately $1,935 million under an interim credit facility that would have matured on February 28, 2006;

·the repayment of commercial paper, notes payable and other bank debt of approximately $1,212 million; and

·the settlement of all accrued interest and unamortized debt discounts relating to the above existing indebtedness.

The term “Successor” refers to us following the Acquisition. The term “Predecessor” refers to us prior to the Acquisition. The “Successor period ended December 31, 2005” refers to the period from December 21, 2005 to December 31, 2005 and the “Predecessor period ended December 20, 2005” refers to the period from January 1, 2005 to December 20, 2005.

The Acquisition was recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the Acquisition date. Consequently, the excess of the cost of the Acquisition over the net of amounts assigned to the fair value of assets acquired and the liabilities assumed is recorded to goodwill.

The Acquisition has been accounted for as a purchase in accordance with Financial Accounting Standards Board, or “FASB,” Statement of Financial Accounting Standards, or “SFAS,” No. 141, “Business Combinations,” with intangible assets recorded in conformity with SFAS No. 142, “Goodwill and Other Intangible Assets,” requiring an allocation of the purchase price to the tangible and intangible net assets acquired based on their relative fair values as of the date of acquisition. The allocation of purchase price is based on management’s judgment after evaluating several factors, including actuarial estimates for pension liabilities, fair values of our indebtedness and other liabilities, and valuation assessments of our tangible and intangible assets determined with the assistance of a valuation specialist.

The following table summarizes the fair values of the assets purchased and liabilities assumed as of the Acquisition date (in millions of dollars):

Cash, cash equivalents and restricted cash	$	1,184
Receivables	1,813
Inventories	104
Prepaid expenses and other assets	405
Revenue earning equipment, cars	7,415
Revenue earning equipment, other equipment	2,075
Property and equipment	1,380
Other intangible assets	3,237
Goodwill	952
Accounts payable and accrued liabilities	(1,670		)
Debt	(12,512		)
Public liability and property damage	(348		)
Deferred taxes on income	(1,731		)
Minority interest	(9		)
Total contributed capital	$	2,295

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The following table summarizes the allocation of the Acquisition purchase price (in millions of dollars):

Purchase price allocation:
Purchase price			$	14,495
Estimated transaction fees and expenses			447
Total cash estimated purchase price			14,942
Less:
Debt refinanced	$	8,346
Assumption of remaining existing debt	1,770
Fair value adjustment to tangible assets	322
Other intangible assets acquired	3,237
Deferred financing fees	315		13,990
Excess purchase price attributed to goodwill			$	952

The foreign currency impact on goodwill subsequent to the Acquisition date totaled approximately $13 million.

Initial Public Offering

In November 2006, we completed our initial public offering of 88,235,000 shares of common stock at a per share price of $15.00, with proceeds to us before underwriting discounts and offering expenses of approximately $1.3 billion. The proceeds were used to repay borrowings that were outstanding under a $1.0 billion loan facility entered into by Hertz Holdings, or the “Hertz Holdings Loan Facility,” and to pay related transaction fees and expenses. The proceeds were also used to pay special cash dividends of $1.12 per share on November 21, 2006 to stockholders of record of Hertz Holdings immediately prior to the initial public offering. Immediately following the initial public offering, the Sponsors’ ownership percentage in us decreased to approximately 71.6%.

Principles of Consolidation

The consolidated financial statements include the accounts of Hertz Holdings and our domestic and foreign subsidiaries. All significant intercompany transactions have been eliminated.

Revenue Recognition

Rental and rental-related revenue (including cost reimbursements from customers where we consider ourselves to be the principal versus an agent) are recognized over the period the revenue earning equipment is rented based on the terms of the rental or leasing contract.

Cash and Equivalents

We consider all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash includes cash and equivalents that are not readily available for our normal disbursements. Restricted cash and equivalents are restricted for the acquisition of vehicles and other specified uses under our asset backed notes program and to satisfy certain of our self insurance

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reserve requirements. As of December 31, 2006 and 2005, the portion of total restricted cash that was associated with our Fleet debt was $487.0 million and $191.5 million, respectively.

Depreciable Assets

The provisions for depreciation and amortization are computed on a straight-line basis over the estimated useful lives of the respective assets, as follows:

Revenue Earning Equipment:
Cars	5 to 16 months
Other equipment	24 to 108 months
Buildings	20 to 50 years
Capitalized internal use software	1 to 10 years
Service cars and service equipment	1 to 25 years
Other intangible assets	5 to 10 years
Leasehold improvements	The shorter of their economic lives or the lease term.

We follow the practice of charging maintenance and repairs, including the cost of minor replacements, to maintenance expense accounts. Costs of major replacements of units of property are capitalized to property and equipment accounts and depreciated on the basis indicated above. Gains and losses on dispositions of property and equipment are included in income as realized. When revenue earning equipment is acquired, we estimate the period we will hold the asset. Depreciation is recorded on a straight-line basis over the estimated holding period, with the objective of minimizing gain or loss on the disposition of the revenue earning equipment. Depreciation rates are reviewed on an ongoing 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. Upon disposal of the revenue earning equipment, depreciation expense is adjusted for the difference between the net proceeds received and the remaining net book value.

Environmental Liabilities

The use of automobiles and other vehicles is subject to various governmental controls designed to limit environmental damage, including that caused by emissions and noise. Generally, these controls are met by the manufacturer, except in the case of occasional equipment failure requiring repair by us. To comply with environmental regulations, measures are taken at certain locations to reduce the loss of vapor during the fueling process and to maintain, upgrade and replace underground fuel storage tanks. We also incur and provide for expenses for the cleanup of petroleum discharges and other alleged violations of environmental laws arising from the disposition of waste products. We do not believe that we will be required to make any material capital expenditures for environmental control facilities or to make any other material expenditures to meet the requirements of governmental authorities in this area. Liabilities for these expenditures are recorded at undiscounted amounts when it is probable that obligations have been incurred and the amounts can be reasonably estimated.

Public Liability and Property Damage

The obligation for public liability and property damage on self-insured U.S. and international vehicles and equipment 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 actuarial evaluations of historical accident claim experience and trends, as

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well as future projections of ultimate losses, expenses, premiums and administrative costs. The adequacy of the liability is regularly monitored based on evolving accident claim history. If our estimates change or if actual results differ from these assumptions, the amount of the recorded liability is adjusted to reflect these results. As of the Acquisition date, this liability was revalued on a discounted basis which approximated its fair value.

Pensions

Our employee pension costs and obligations are dependent on our assumptions used by actuaries in calculating such amounts. These assumptions include discount rates, salary growth, long-term return on plan assets, retirement rates, mortality rates and other factors. Actual results that differ from our assumptions are accumulated and amortized over future periods and, therefore, generally affect our recognized expense in such future periods. While we believe that the assumptions used are appropriate, significant differences in actual experience or significant changes in assumptions would affect our pension costs and obligations. As of the Acquisition date, a liability was recorded for the projected benefit obligation in excess of plan assets which eliminated any previously existing unrecognized net gain or loss, or unrecognized prior service cost.

In September 2006, the FASB issued SFAS No. 158, or “SFAS No. 158,” “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires employers to fully recognize the obligations associated with single-employer defined benefit pension plans, retiree healthcare and other postretirement plans in their financial statements. The provisions of SFAS No. 158 were effective as of our fiscal year ending December 31, 2006. The effect of applying SFAS No. 158 as of December 31, 2006 was as follows (in thousands of dollars):

	Before application of SFAS No. 158			Adjustments Increase (Decrease)				After application of SFAS No. 158
Accrued salaries and other compensation		$	474,777		$	(11,311	)		$	463,466
Deferred taxes on income		1,796,200			4,873				1,801,073
Total liabilities		16,134,464			(6,438		)		16,128,026
Accumulated other comprehensive income		88,090			6,438				94,528
Total stockholders’ equity		2,528,124			6,438				2,534,562

Foreign Currency Translation

Assets and liabilities of foreign subsidiaries are translated at the rate of exchange in effect on the balance sheet date; income and expenses are translated at the average rate of exchange prevailing during the year. The related translation adjustments are reflected in “Accumulated other comprehensive income (loss)” in the stockholders’ equity section of our consolidated balance sheet. As of December 31, 2006, the accumulated foreign currency translation gain was $91.6 million and as of December 31, 2005, the accumulated foreign currency loss was of $3.4 million. On the Acquisition date, the existing accumulated foreign currency translation gains and losses were eliminated from “Accumulated other comprehensive income (loss)” on our consolidated balance sheet. Foreign currency gains and losses resulting from transactions are included in earnings.

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Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.

Prior to the Acquisition, Hertz and its domestic subsidiaries filed a consolidated federal income tax return with Ford. Pursuant to a tax sharing agreement, or the “Agreement,” with Ford, current and deferred taxes were reported and paid to Ford, as if Hertz had filed its own consolidated tax returns with its domestic subsidiaries. The Agreement provided that Hertz was reimbursed for foreign tax credits in accordance with the utilization of those credits by the Ford consolidated tax group.

On December 21, 2005, in connection with the Acquisition, the Agreement with Ford was terminated. Upon termination, all tax payables and receivables with Ford were cancelled and neither Hertz nor Ford has any future rights or obligations under the Agreement. Hertz may be exposed to tax liabilities attributable to periods it was a consolidated subsidiary of Ford. While Ford has agreed to indemnify Hertz for certain tax liabilities pursuant to the arrangements relating to our separation from Ford, we cannot offer assurance that payments in respect of the indemnification agreement will be available.

During 2006, a third party was engaged to perform a comprehensive analysis of our deferred taxes. The domestic deferred tax analysis was finalized in the fourth quarter of 2006 and resulted in a $159.4 million decrease to our deferred tax liability and a $156.3 million decrease to our goodwill. We have determined that these adjustments are not material to our current or previously issued consolidated financial statements.

Advertising

Advertising and sales promotion costs are expensed as incurred.

Legal Fees

We accrue for legal fees and other directly related costs of third parties when it is probable that such fees and costs will be incurred and the amounts can be reasonably estimated.

Impairment of Long-Lived Assets and Intangibles

We evaluate the carrying value of goodwill and indefinite-lived intangible assets for impairment at least annually in accordance with SFAS No. 142 “Goodwill and Other Intangible Assets.” See Note 2—Goodwill and Other Intangible Assets. Long-lived assets, other than goodwill and indefinite-lived intangible assets, are reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” Under SFAS No. 144, these assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amounts of long-lived assets may not be recoverable. The carrying amounts of the assets are based upon our estimates of the undiscounted cash flows that are expected to result from the use and eventual disposition of the assets. An impairment charge is recognized for the amount, if any, by which the carrying value of an asset exceeds its fair value.

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Stock Options (Predecessor only)

Prior to the Acquisition, certain of our employees were granted options to purchase shares of Ford common stock under Ford’s 1998 Long-Term Incentive Plan, or the “1998 Plan.” Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation.”

Effective with the Acquisition, all unvested options became vested and exercisable. The total stock-based compensation expense, net of related tax effects, was $6.8 million for the Predecessor period ended December 20, 2005 and $3.6 million for the year ended December 31, 2004.

Stock-Based Compensation

In December 2004, the FASB, revised SFAS No. 123, with SFAS No. 123R, “Share-Based Payment.” The revised statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is to be recognized over the period during which the employee is required to provide service in exchange for the award. Beginning January 1, 2006, we accounted for our employee stock-based compensation awards in accordance with SFAS No. 123R. We have estimated the fair value of options issued at the date of grant using a Black-Scholes option-pricing model, which includes assumptions related to volatility, expected life, dividend yield, risk-free interest rate and forfeiture rate. See Note 6—Hertz Holdings Stock Incentive Plan.

Use of Estimates and Assumptions

Use of estimates and assumptions as determined by management are required in the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or “GAAP.” Actual results could differ from those estimates and assumptions.

Reclassifications

Certain prior year amounts have been reclassified to conform with current reporting.

Recent Accounting Pronouncements

In June 2006, the FASB issued FASB Interpretation No. 48, or “FIN 48,” “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The impact of FIN 48 on our financial position as of January 1, 2007 is estimated to be up to a $30.0 million increase in total liabilities.

In June 2006, the Emerging Issues Task Force, or “EITF,” issued EITF No. 06-3, or “EITF 06-3,” “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross versus Net Presentation),” which relates to any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction. EITF 06-3 states that the presentation of the taxes, either on a gross (included in revenues and costs) or a net

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basis (excluded from revenues), is an accounting policy decision that should be disclosed pursuant to Accounting Principles Board Opinion No. 22, “Disclosure of Accounting Policies,” if those amounts are significant. EITF 06-3 should be applied to financial reports for interim and annual reporting periods beginning after December 15, 2006. Sales tax amounts collected from customers have been recorded on a net basis. The adoption of EITF 06-3 will not have any impact on our financial position or results of operations.

In September 2006, the United States Securities and Exchange Commission, or the “SEC,” issued Staff Accounting Bulletin No. 108, or “SAB No. 108,” “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” SAB No. 108 provides guidance on how prior year misstatements should be taken into consideration when quantifying misstatements in current year financial statements for purposes of determining whether the current year’s financial statements are materially misstated. SAB No. 108 requires registrants to apply the new guidance to material errors in existence at the beginning of the first fiscal year ending after November 15, 2006 by correcting those errors through a one-time cumulative effect adjustment to beginning-of-year retained earnings. The adoption of SAB No. 108 did not have any impact on our financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, or “SFAS No. 157,” “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for the fiscal year beginning after November 15, 2007. We are currently reviewing SFAS No. 157 to determine its impact, if any, on our financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, or “SFAS No. 159,” “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The provisions of SFAS 159 are effective as of January 1, 2008. We are currently reviewing SFAS 159 to determine its impact, if any, on our financial position or results of operations.

Note 2—Goodwill and Other Intangible Assets

We account for our goodwill under SFAS No. 142. Under SFAS No. 142, goodwill is no longer amortized, but instead must be tested for impairment at least annually. We conducted the required annual goodwill and indefinite-lived intangible asset impairment test in the second quarter of 2006 and determined that there was no impairment. The Acquisition was recorded by allocating the cost of the assets acquired, including intangible assets and liabilities assumed, based on their estimated fair values at the Acquisition date. Consequently, the excess of the cost of the Acquisition over the net of amounts assigned to the fair value of assets acquired and the liabilities assumed is recorded to goodwill.

The Acquisition has been accounted for as a purchase in accordance with SFAS No. 141, with intangible assets recorded in conformity with SFAS No. 142, requiring an allocation of the purchase price to the tangible and intangible net assets acquired based on their relative fair values as of the date of acquisition. The allocation of purchase price is based on management’s judgment after evaluating several factors, including actuarial estimates for pension liabilities, fair values of our indebtedness and other liabilities, and valuation assessments of our tangible and intangible assets determined with the assistance of a valuation specialist.

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The following summarizes the changes in our goodwill, by segment, for the periods presented (in thousands of dollars):

	Car Rental			Equipment Rental			Total
Balance as of December 31, 2005	$	393,395		$	628,986		$	1,022,381
Change as result of purchase accounting adjustments(1)	(63,591		)	(6,587		)	(70,178		)
Other changes(2)	6,775			5,715			12,490
Balance as of December 31, 2006	$	336,579		$	628,114		$	964,693

(1)Consists of a decrease of approximately $156.5 million relating to tax adjustments booked in the fourth quarter of 2006 for tax liabilities indemnified by Ford at the date of sale, partly offset by: (i) a revision to estimated federal and state tax liabilities as of the date of acquisition, based on the tax returns filed, totaling $60.5 million; (ii) adjustments made to the fair value of certain estimated liabilities as of the date of acquisition of $23.9 million, partly offset by the tax effect of these adjustments; and (iii) further revisions to the valuation of certain tangible assets, partly offset by the tax effect of these adjustments.

(2)Consists of changes primarily resulting from the translation of foreign currencies at different exchange rates from the beginning of the period to the end of the period.

Other intangible assets, net consisted of the following major classes (in thousands of dollars):

	December 31, 2006								December 31, 2005
	Gross Carrying Amount		Accumulated Amortization				Net Carrying Value		Gross Carrying Amount		Accumulated Amortization				Net Carrying Value
Amortized intangible assets:
Customer-related	$	611,783		$	(63,046	)	$	548,737	$	612,000		$	(1,844	)	$	610,156
Other	1,270			(512		)	758		1,209			(100		)	1,109
Total	613,053			(63,558		)	549,495		613,209			(1,944		)	611,265
Indefinite-lived intangible assets:
Trade name	2,624,000			—			2,624,000		2,624,000			—			2,624,000
Total other intangible assets, net	$	3,237,053		$	(63,558	)	$	3,173,495	$	3,237,209		$	(1,944	)	$	3,235,265

Amortization of other intangible assets for the year ended December 31, 2006, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 and was $61.6 million, $2.1 million, $0.7 million, $0.6 million, respectively. Future amortization expense of other intangible assets is expected to be approximately $61.2 million per year for each of the next five years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 3—Debt

Our debt consists of the following (in thousands of dollars):

	December 31, 2006			December 31, 2005
Corporate Debt
Senior Term Facility, average interest rate: 2006, 7.4%; 2005, 8.5% (effective average interest rate: 2006, 7.5%; 2005, 8.7%); net of unamortized discount: 2006, $38,378; 2005, $44,806	$	1,947,907		$	1,662,194
Senior ABL Facility, average interest rate: 2006, N/A; 2005, 6.5% (effective average interest rate: 2006, N/A; 2005, 6.9%); net of unamortized discount: 2006, $22,188; 2005, $27,832	(22,188		)	471,202
Senior Notes, average interest rate: 2006, 8.7%; 2005, 8.7% (effective average interest rate: 2006, 8.7%; 2005, 8.7%);	2,097,030			2,066,083
Senior Subordinated Notes, average interest rate: 2006, 10.5%; 2005, 10.5% (effective average interest rate: 2006, 10.5%; 2005, 10.5%);	600,000			600,000
Promissory notes, average interest rate: 2006, 7.2%; 2005, 6.9% (effective average interest rate: 2006, 7.3%; 2005, 7.0%); net of unamortized discount: 2006, $5,545; 2005, $4,875;.	633,463			798,422
Notes payable, including commercial paper, average interest rate: 2006, 4.1%; 2005, 4.3%	6,175			100,362
Foreign subsidiaries’ debt in foreign currencies:
Short-term borrowings:
Banks, average interest rate: 2006, 13.4%; 2005, 3.6%	2,340			3,139
Commercial paper, average interest rate: 2005, 2.8%	—			47,284
Other borrowings, average interest rate: 2006, 5.1%; 2005, 4.4%	12,546			14,419
Total Corporate Debt	5,277,273			5,763,105
Fleet Debt
U.S. Fleet Debt and pre-Acquisition ABS Notes, average interest rate: 2006, 4.4%; 2005, 4.4% (effective average interest rate: 2006, 4.5%; 2005, 4.4%); net of unamortized discount: 2006, $10,631; 2005, $19,822	4,845,202			4,920,178
International Fleet Debt in foreign currencies, average interest rate: 2006, 5.4%; 2005, 4.4% (effective average interest rate: 2006, 5.4%; 2005, 4.5%); net of unamortized discount: 2006, $4,443; 2005, $16,063	1,987,787			1,831,722
Fleet Financing Facility, average interest rate: 2006, 6.6% (effective average interest rate: 2006, 6.7%); net of unamortized discount: 2006, $2,078	165,922			—
Total Fleet Debt	6,998,911			6,751,900
Total Debt	$	12,276,184		$	12,515,005

The aggregate amounts of maturities of debt (in millions of dollars) are as follows: 2007, $2,543.2 (including $2,162.6 of other short-term borrowings); 2008, $842.1; 2009, $1,021.1; 2010, $2,924.1; 2011, $120.9; after 2011, $4,908.0.

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During the year ended December 31, 2006, short-term borrowings (in millions of dollars) were as follows: maximum month end amounts outstanding of $11.1 of commercial paper and $3,077.5 of bank borrowings; monthly average amounts outstanding of $12.4 of commercial paper (weighted-average interest rate 0.6%) and $2,509.9 of bank borrowings (weighted-average interest rate 5.2%).

During the year ended December 31, 2005, short-term borrowings (in millions of dollars) were as follows: maximum month end amounts outstanding of $2,052.7 of commercial paper and $3,113.7 of bank borrowings; monthly average amounts outstanding of $1,569.5 of commercial paper (weighted-average interest rate 3.1%) and $1,798.3 of bank borrowings (weighted-average interest rate 5.2%).

As of December 31, 2006, there were standby letters of credit issued totaling $460.9 million. Of this amount, $234.0 million has been issued for the benefit of the ABS Program ($200.0 million of which was issued by Ford and $34.0 million of which relates to the Senior Credit Facilities below) and the remainder is primarily to support self-insurance programs (including insurance policies with respect to which we have indemnified the issuers for any losses) in the United States, Canada and Europe and to support airport concession obligations in the United States and Canada. As of December 31, 2006, the full amount of these letters of credit was undrawn.

Senior Credit Facilities

In connection with the Acquisition, Hertz entered into a credit agreement with respect to its Senior Term Facility with Deutsche Bank AG, New York Branch as administrative agent and collateral agent, Lehman Commercial Paper Inc. as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as documentation agent, and the other financial institutions party thereto from time to time. The facility consisted of a $2,000.0 million secured term loan facility providing for loans denominated in U.S. dollars, which included a delayed draw facility of $293.0 million. In addition, there is a pre-funded synthetic letter of credit facility in an aggregate principal amount of $250.0 million. On the Closing Date, Hertz utilized $1,707.0 million of the Senior Term Facility and $182.2 million in letters of credit. As of December 31, 2006, we had $1,947.9 million in borrowings outstanding under this facility, which is net of a discount of $38.4 million and had issued $238.9 million in letters of credit. The term loan facility and the synthetic letter of credit facility will mature on December 21, 2012. The term loan will amortize in nominal quarterly installments (not exceeding one percent of the aggregate principal amount thereof per annum) until the maturity date. At the borrower’s election, the interest rates per annum applicable to the loans under the Senior Term Facility will be based on a fluctuating rate of interest measured by reference to either (1) an adjusted London inter-bank offered rate, or “LIBOR,” plus a borrowing margin or (2) an alternate base rate plus a borrowing margin. In addition, the borrower pays fees on the unused term loan commitments of the lenders, letter of credit participation fees on the full amount of the synthetic letter of credit facility plus fronting fees for the letter of credit issuing banks and other customary fees in respect of the Senior Term Facility.

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Hertz, Hertz Equipment Rental Corporation and certain other subsidiaries of Hertz also entered into a credit agreement with respect to the Senior ABL Facility with Deutsche Bank AG, New York Branch as administrative agent and collateral agent, Deutsche Bank AG, Canada Branch as Canadian Agent and Canadian collateral agent, Lehman Commercial Paper Inc. as syndication agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated as documentation agent and the financial institutions party thereto from time to time. This facility provided (subject to availability under a borrowing base) for aggregate maximum borrowings of $1,600.0 million (which was increased in February 2007 to $1,800.0 million) under a revolving loan facility providing for loans denominated in U.S. dollars, Canadian dollars, Euros and Pounds Sterling. Up to $200.0 million of the revolving loan facility is available for the issuance of letters of credit. Hertz and Hertz Equipment Rental Corporation are the U.S. borrowers under the Senior ABL Facility and Matthews Equipment Limited and its subsidiary Western Shut-Down (1995) Ltd. are the Canadian borrowers under the Senior ABL Facility. At December 31, 2006, net of a discount of $22.2 million, Hertz and Matthews Equipment Limited collectively had no borrowings outstanding under this facility and issued $18.2 million in letters of credit. The Senior ABL Facility will mature on December 21, 2010. At the borrower’s election, the interest rates per annum applicable to the loans under the Senior ABL Facility will be based on a fluctuating rate of interest measured by reference to either (1) adjusted LIBOR plus a borrowing margin or (2) an alternate base rate plus a borrowing margin. The borrower will pay customary commitment and other fees in respect of the Senior ABL Facility.

Hertz’s obligations under the Senior Term Facility and the Senior ABL Facility are guaranteed by Hertz Investors, Inc., its immediate parent, and most of its direct and indirect domestic subsidiaries (subject to certain exceptions, including for subsidiaries involved in the U.S. Fleet Debt Facility and similar special purpose financings), though Hertz Equipment Rental Corporation does not guarantee Hertz’s obligations under the Senior ABL Facility because it is a borrower under that facility. In addition, the obligations of the Canadian borrowers under the Senior ABL Facility are guaranteed by their respective subsidiaries, if any, subject to limited exceptions. The lenders under each of the Senior Term Facility and the Senior ABL Facility have received a security interest in substantially all of the tangible and intangible assets of the borrowers and guarantors under those facilities, including pledges of the stock of certain of their respective subsidiaries, subject in each case to certain exceptions (including in respect of the U.S. Fleet Debt, the International Fleet Debt and, in the case of the Senior ABL Facility, other secured fleet financing.) Consequently, these assets will not be available to satisfy the claims of our general creditors.

The Senior Credit Facilities 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 other indebtedness, make dividends and other restricted payments, create liens, make investments, make acquisitions, engage in mergers, change the nature of their business, make capital expenditures, or engage in certain transactions with affiliates. Under the Senior Term Facility, the borrower is required to comply with specified financial ratios and tests, including a minimum interest expense coverage ratio and a maximum leverage ratio. Under the Senior ABL Facility, upon excess availability falling below certain levels, specified financial ratios and tests, including a minimum fixed charge coverage ratio and a maximum leverage ratio, will apply. The Senior Credit Facilities are subject to certain mandatory prepayment requirements and provide for customary events of default.

Restrictive covenants in the Senior Term Facility (as amended) permit cash dividends to be paid to Hertz Holdings (i) in an aggregate amount not to exceed the greater of a specified minimum amount and 1.0% of consolidated tangible assets less certain investments, (ii) in additional amounts at any

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time, up to a specified available amount determined by reference to, among other things, consolidated net income from October 1, 2005 to the end of the most recent fiscal quarter for which consolidated financial statements of Hertz are available and (iii) in additional amounts at any time, up to a specified amount of certain equity contributions made by Hertz Holdings to Hertz.

Restrictive covenants in the Senior ABL Facility (as amended) permit cash dividends to be paid to Hertz Holdings in an aggregate amount, taken together with certain other investments, acquisitions and optional prepayments, not to exceed $100 million. Hertz may also pay additional cash dividends under the Senior ABL Facility at any time, and in any amount, so long as (a) there is at least $250 million of availability under the facility after giving effect to the proposed dividend, (b) if certain other payments when taken together with the proposed dividend would exceed $50 million in a 30-day period, Hertz can demonstrate projected average availability in the following six-month period of $250 million or more and (c) (i) Hertz can demonstrate pro forma compliance with the consolidated leverage ratio and consolidated fixed charge coverage ratio set forth in the Senior ABL Facility or (ii) the amount of the proposed dividend does not exceed the sum of (x) the greater of a specified minimum amount and 1.0% of consolidated tangible assets plus (y) a specified available amount determined by reference to, among other things, consolidated net income from October 1, 2005 to the end of the most recent fiscal quarter for which consolidated financial statements of Hertz are available plus (z) a specified amount of certain equity contributions made by Hertz Holdings to the borrowers under such facility.

On June 30, 2006, we entered into amendments to each of our Senior Term Facility and Senior ABL Facility. The amendments provide, among other things, for additional capacity under the covenants in these credit facilities to enter into certain sale and leaseback transactions, to pay dividends (subject to the limitations described above) and, in the case of the amendment to the Senior Term Facility, to make investments. These amendments also have the effect of reducing the restrictions in the Senior Credit Facilities on Hertz’s ability to provide cash to Hertz Holdings (whether in the form of a loan or a dividend) that would enable Hertz Holdings to service its indebtedness. The amendment to the Senior Term Facility also permits us to use proceeds of the unused portion of the $293.0 million delayed draw facility to repay borrowings outstanding under the Senior ABL Facility. On July 10, 2006, the remaining $208.1 million of the delayed draw facility was drawn down to pay down the equivalent amount of borrowings under the Senior ABL Facility.

In February 2007, we entered into amendments to each of our Senior Term Facility and Senior ABL Facility, see Note 16—Subsequent Events.

Senior Notes and Senior Subordinated Notes

In connection with the Acquisition, CCMG Acquisition Corporation issued the Senior Notes and the Senior Subordinated Notes under separate indentures between CCMG Acquisition Corporation and Wells Fargo Bank, National Association, as trustee. Hertz and the guarantors entered into supplemental indentures, dated as of the Closing Date, pursuant to which Hertz assumed the obligations of CCMG Acquisition Corporation under the Senior Notes, the Senior Subordinated Notes and the respective indentures, and the guarantors issued the related guarantees. CCMG Acquisition Corporation subsequently merged with and into Hertz, with Hertz as the surviving entity.

As of December 31, 2006, $2,097.0 million and $600.0 million in borrowings were outstanding under the Senior Notes and Senior Subordinated Notes, respectively. Prior to October 1, 2006, our Senior Euro Notes were not designated as a net investment hedge of our Euro-denominated net investments in our foreign operations. For the nine months ended September 30, 2006, we incurred unrealized

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exchange transaction losses of $19.2 million resulting from the translation of these Euro-denominated notes into the U.S. dollar, which are recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. On October 1, 2006, we designated our Senior Euro Notes as an effective net investment hedge of our Euro-denominated net investment in our foreign operations. As a result of this net investment hedge designation, as of December 31, 2006, $7.1 million of losses, which is net of tax of $4.6 million, attributable to the translation of our Senior Euro Notes into the U.S. dollar, are recorded in our consolidated balance sheet in “Accumulated other comprehensive income (loss).” The Senior Notes will mature on January 1, 2014, and the Senior Subordinated Notes will mature on January 1, 2016. The Senior Dollar Notes bear interest at a rate per annum of 8.875%, the Senior Euro Notes bear interest at a rate per annum of 7.875% and the Senior Subordinated Notes bear interest at a rate per annum of 10.5%. Hertz’s obligations under the indentures are guaranteed by each of its direct and indirect domestic subsidiaries that is a guarantor under the Senior Term Facility.

Both the indenture for the Senior Notes and the indenture for the Senior Subordinated Notes contain covenants that, among other things, limit the ability of Hertz and its restricted subsidiaries, described in the respective indentures, to incur more debt, pay dividends, redeem stock or make other distributions, make investments, create liens, transfer or sell assets, merge or consolidate and enter into certain transactions with Hertz’s affiliates. The indenture for the Senior Subordinated Notes also contains subordination provisions and limitations on the types of senior subordinated debt that may be incurred. The indentures also contain certain mandatory and optional prepayment or redemption provisions and provide for customary events of default.

The restrictive covenants in the indentures governing the Senior Notes and the Senior Subordinated Notes permit Hertz to make loans, advances, dividends or distributions to Hertz Holdings in an amount determined by reference to consolidated net income for the period from October 1, 2005 to the end of the most recently ended fiscal quarter for which consolidated financial statements of Hertz are available, so long as Hertz’s consolidated coverage ratio remains greater than or equal to 2.00:1.00 after giving pro forma effect to such restricted payments. Hertz is also permitted to make restricted payments to Hertz Holdings in an amount not exceeding the greater of a specified minimum amount and 1% of consolidated tangible assets (which payments are deducted in determining the amount available as described in the preceding sentence), and in an amount equal to certain equity contributions to Hertz. Hertz is also permitted to make restricted payments to its parent company in an amount not to exceed in any fiscal year 6% of the aggregate gross proceeds received by The Hertz Corporation through a contribution to equity capital from such offering to enable the public parent company to pay dividends to its stockholders.

Fleet Financing

U.S. Fleet Debt.   In connection with the Acquisition, Hertz Vehicle Financing LLC, or “HVF,” a < /font>bankruptcy-remote special purpose entity wholly-owned by Hertz, entered into an amended and restated base indenture, or the “ABS Indenture,” dated as of the Closing Da te, with BNY Midwest Trust Company as trustee, and a number of related supplements to the ABS Indenture, each dated as of the Closing Date, with BNY Midwest Trust Company as trustee and securities intermediary, or, collectively, the “ABS Supplement.” On the Closing Date, HVF, as issuer, issued approximately $4,300.0 million < /font>of new medium term asset-backed notes consisting of 11 classes of notes in two series under the ABS Supplement. HVF also issued approximately $1,500.0 million of variable funding notes in two series, none of which were funded at closing. As of December 31, 2006, $4,299.9million,

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net of a $0.1million discount, in medium term notes were outstanding and no aggregate borrowings were outstanding in the form of variable funding notes.

Each class of notes matures three, four or five years from the Closing Date. The variable funding notes will be funded through the bank multi-seller commercial paper market. The assets of HVF, including the U.S. car rental fleet owned by HVF and certain related assets, collateralize the U.S. Fleet Debt and pre-Acquisition ABS Notes. Consequently, these assets will not be available to satisfy the claims of Hertz’s general creditors.

The various series of U.S. Fleet Debt have either fixed or floating rates of interest. The interest rate per annum applicable to any floating rate notes (other than any variable funding asset-backed debt) is based on a fluctuating rate of interest measured by reference to one-month LIBOR plus a spread, although HVF intends to maintain hedging transactions so that it will not be required to pay a rate in excess of 4.87% per annum in order to receive the LIBOR amounts due from time to time on such floating rate notes. The interest rate per annum applicable to any variable funding asset-backed debt is either the blended average commercial paper rate, if funded through the commercial paper market, or if commercial paper is not being issued, the greater of the prime rate or the federal funds rate, or if requisite notice is provided, the Eurodollar rate plus a spread.

In connection with the Acquisition and the issuance of $3,550.0 million of floating rate U.S. Fleet Debt, HVF and Hertz entered into seven interest rate swap agreements, or the “HVF Swaps,” effective December 21, 2005, which qualify as cash flow hedging instruments in accordance with SFAS 133 “Accounting for Derivative Instruments and Hedging Activities.” These agreements mature at various terms, in connection with the scheduled maturity of the associated debt obligations, through November 25, 2011. Under these agreements, HVF pays monthly interest at a fixed rate of 4.5% per annum in exchange for monthly amounts at one-month LIBOR, effectively transforming the floating rate U.S. Fleet Debt to fixed rate obligations. As of December 31, 2006 and December 31, 2005, the fair value of the HVF Swaps were $50.6 million and $37.0 million, respectively, which are reflected in our consolidated balance sheet in “Prepaid expenses and other assets.” For the year ended December 31, 2006, we recorded a benefit of $1.0 million in our consolidated statement of operations, in “Interest, net of interest income,” associated with previously recognized ineffectiveness of the HVF Swaps.

The U.S. Fleet Debt issued on the closing date of the Acquisition has the benefit of financial guaranty insurance policies under which either MBIA Insurance Corporation or Ambac Assurance Corporation will guarantee the timely payment of interest on and ultimate payment of principal of such notes.

HVF is subject to numerous restrictive covenants under the ABS Indenture and the other agreements governing the U.S. Fleet Debt, including restrictive covenants with respect to liens, indebtedness, benefit plans, mergers, disposition of assets, acquisition of assets, dividends, officers’ compensation, investments, agreements, the types of business it may conduct and other customary covenants for a bankruptcy-remote special purpose entity. The U.S. Fleet Debt is subject to events of default and amortization events that are customary in nature for U.S. rental car asset backed securitizations of this type. The occurrence of an amortization event or event of default could result in the acceleration of principal of the notes and a liquidation of the U.S. car rental fleet.

International Fleet Debt.   In connection with the Acquisition, Hertz International, Ltd., or “HIL,” a Delaware corporation organized as a foreign subsidiary holding company and a direct subsidiary of Hertz, and certain of its subsidiaries (all of which are organized outside the United States), together with certain bankruptcy-remote special purpose entities (whether organized as HIL’s subsidiaries or as non-affiliated “orphan” companies), or “SPEs,” entered into revolving bridge loan facilities providing

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commitments to lend, in various currencies up to an aggregate foreign currency equivalent of approximately $3,197.0 million (calculated as of December 31, 2006), subject to borrowing bases comprised of rental vehicles and related assets of certain of HIL’s subsidiaries (all of which are organized outside the United States) or one or more SPEs, as the case may be, and rental equipment and related assets of certain of HIL’s subsidiaries organized outside North America or one or more SPEs, as the case may be. As of December 31, 2006, the foreign currency equivalent of $1,954.6 million in borrowings was outstanding under these facilities, net of a $4.4 million discount. These facilities are referred to collectively as the “International Fleet Debt Facilities.”

The International Fleet Debt Facilities consist of four revolving loan tranches (Tranches A1, A2, B and C), each subject to borrowing bases comprising the revenue earning equipment and related assets of each applicable borrower (or, in the case of a borrower that is a SPE on-lending loan proceeds to a fleet-owning SPE or subsidiary, as the case may be, the rental vehicles and related assets of such fleet-owning SPE or subsidiary). A portion of the Tranche C loan will be available for the issuance of letters of credit.

The obligations of the borrowers under the International Fleet Debt Facilities are guaranteed by HIL, and by the other borrowers and certain related entities under the applicable tranche, in each case subject to certain legal, tax, cost and other structuring considerations. The obligations and the guarantees of the obligations of the Tranche A borrowers under the Tranche A2 loans are subordinated to the obligations and the guarantees of the obligations of such borrowers under the Tranche A1 loans. Subject to legal, tax, cost and other structuring considerations and to certain exceptions, the International Fleet Debt Facilities are secured by a material part of the assets of each borrower, certain related entities and each guarantor, including pledges of the capital stock of each borrower and certain related entities. The obligations of the Tranche A borrowers under the Tranche A2 loans and the guarantees thereof are secured on a junior second priority basis by any assets securing the obligations of the Tranche A borrowers under the Tranche A1 loans and the guarantees thereof. In addition, Hertz has guaranteed the obligations of its Brazilian subsidiary with respect to an aggregate principal amount of the Tranche B loan not exceeding $52.0 million (or such other principal amount as may be agreed to by the Senior Credit Facilities lenders). That guarantee is secured equally and ratably with borrowings under the Senior Term Facility. The assets that collateralize the International Fleet Debt Facilities will not be available to satisfy the claims of Hertz’s general creditors.

The facilities under each of the tranches mature five years from the Closing Date. Subject to certain exceptions, the loans are subject to mandatory prepayment and reduction in commitment amounts equal to the net proceeds of specified types of take-out financing transactions and asset sales.

The interest rates per annum applicable to loans under the International Fleet Debt Facilities are based on fluctuating rates of interest measured by reference to one-month LIBOR, EURIBOR or their equivalents for local currencies as appropriate (in the case of the Tranche A1 and A2 loans); relevant local currency base rates (in the case of Tranche B loans); or one-month EURIBOR (in the case of the Tranche C loans), in each case plus a borrowing margin. In addition, the borrowers under each of Tranche A1, Tranche A2, Tranche B and Tranche C of the International Fleet Debt Facilities will pay fees on the unused commitments of the lenders under the applicable tranche, and other customary fees and expenses in respect of such facilities, and the Tranche A1 and A2 borrowing margins are subject to increase if HIL does not repay borrowings thereunder within specified periods of time and upon the occurrence of other specified events.

The International Fleet Debt Facilities contain a number of covenants (including, without limitation, covenants customary for transactions similar to the International Fleet Debt Facilities) that, among

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other things, limit or restrict the ability of HIL, the borrowers and the other subsidiaries of HIL to dispose of assets, incur additional indebtedness, incur guarantee obligations, create liens, make investments, make acquisitions, engage in mergers, make negative pledges, change the nature of their business or engage in certain transactions with affiliates. In addition, HIL is restricted from making dividends and other restricted payments (which may include payments of intercompany indebtedness) in an amount greater than €100 million plus a specified excess cash flow amount calculated by reference to excess cash flow in earlier periods. Subject to certain exceptions, until the later of one year from the Closing Date and such time as 50% of the commitments under the International Fleet Debt Facilities as of the closing of the Acquisition have been replaced by permanent take-out international asset-based facilities, the specified excess cash flow amount will be zero. Thereafter, this specified excess cash flow amount will be between 50% and 100% of cumulative excess cash flow based on the percentage of the International Fleet Debt Facilities that have been replaced by permanent take-out international asset-based facilities. As a result of the contractual restrictions on HIL’s ability to pay dividends to Hertz as of December 31, 2006, the restricted net assets of our consolidated subsidiaries exceeded 25% of our total consolidated net assets.

The subsidiaries conducting the car rental business in certain European jurisdictions may, at their option, continue to engage in capital lease financings relating to revenue earning equipment outside the International Fleet Debt Facilities. As of December 31, 2006 and December 31, 2005, there were $33.2 million and $95.6 million, respectively, of such capital lease financings outstanding. These capital lease financings are included in the International Fleet Debt total.

In May 2006, in connection with the forecasted issuance of the permanent take-out international asset-based facilities, HIL purchased two swaptions for €3.3 million, to protect itself from interest rate increases. These swaptions give HIL the right, but not the obligation, to enter into three year interest rate swaps, based on a total notional amount of €600 million at an interest rate of 4.155%. As of December 31, 2006, the fair value of the swaptions was €1.3 million (or $1.7 million), which is reflected in our consolidated balance sheet in “Prepaid expenses and other assets.” During the year ended December 31, 2006, the fair value adjustment related to these swaps was a loss of $2.6 million, which was recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. The swaptions were renewed in 2007 prior to their scheduled expiration date of March 15, 2007 and now expire on September 5, 2007. See Note 16—Subsequent Events.

On March 21, 2007, certain amendments to the International Fleet Debt Facilities were entered into for the purpose of, among other things, extending the dates when margins on the affected facilities are scheduled to step up. See Note 16—Subsequent Events.

Fleet Financing Facility.   On September 29, 2006, Hertz and PUERTO RICANCARS, INC., a Puerto Rican corporation and wholly owned indirect subsidiary of Hertz, or ‘‘PR Cars,’’ entered into a credit agreement to finance the acquisition of Hertz’s and/or PR Cars’ fleet in Hawaii, Kansas, Puerto Rico and St. Thomas, U.S. Virgin Islands, dated as of September 29, 2006, or the ‘‘Fleet Financing Facility,’’ with the several banks and other financial institutions from time to time party thereto as lenders, GELCO Corporation d.b.a. GE Fleet Services, or the ‘‘Fleet Financing Agent,’’ as administrative agent, as collateral agent for collateral owned by Hertz and as collateral agent for collateral owned by PR Cars. Affiliates of Merrill Lynch & Co. are lenders under the Fleet Financing Facility.

The Fleet Financing Facility provides (subject to availability under a borrowing base) a revolving credit facility of up to $275.0 million to Hertz and PR Cars. On September 29, 2006, Hertz borrowed $124.0 million under this facility to refinance other debt. The borrowing base formula is subject to downward adjustment upon the occurrence of certain events and (in certain other instances) at the permitted

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discretion of the Fleet Financing Agent. As of December 31, 2006, Hertz and PR Cars had $144.9 million (net of a $2.1 million discount) and $21.0 million, respectively, of borrowings outstanding.

The Fleet Financing Facility will mature on December 21, 2011, but Hertz and PR Cars may terminate or reduce the commitments of the lenders thereunder at any time. The Fleet Financing Facility is subject to mandatory prepayment in the amount by which outstanding extensions of credit to Hertz or PR Cars exceed the lesser of the Hertz or PR Cars borrowing base, as applicable, and the commitments then in effect.

The obligations of each of the borrowers under the Fleet Financing Facility are guaranteed by each of Hertz’s direct and indirect domestic subsidiaries (other than subsidiaries whose only material assets consist of securities and debt of foreign subsidiaries and related assets, subsidiaries involved in the ABS Program or other similar special purpose financings, subsidiaries with minority ownership positions, certain subsidiaries of foreign subsidiaries and certain immaterial subsidiaries). In addition, the obligations of PR Cars are guaranteed by Hertz. The obligations of Hertz under the Fleet Financing Facility and the other loan documents, including, without limitation, its guarantee of PR Cars’ obligations under the Fleet Financing Facility, are secured by security interests in Hertz’s rental car fleet in Hawaii and by certain assets related to Hertz’s rental car fleet in Hawaii and Kansas, including, without limitation, manufacturer repurchase program agreements. PR Cars’ obligations under the Fleet Financing Facility and the other loan documents are secured by security interests in PR Cars’ rental car fleet in Puerto Rico and St. Thomas, the U.S. Virgin Islands and by certain assets related thereto.

At the applicable borrower’s election, the interest rates per annum applicable to the loans under the Fleet Financing Facility will be based on a fluctuating rate of interest measured by reference to either (1) LIBOR plus a borrowing margin of 125 basis points or (2) an alternate base rate of the prime rate plus a borrowing margin of 25 basis points. As of December 31, 2006, the average interest rate was 6.6% (LIBOR based).

The Fleet Financing Facility contains a number of covenants that, among other things, limit or restrict the ability of the borrowers and their subsidiaries to create liens, dispose of assets, engage in mergers, enter into agreements which restrict liens on the Fleet Financing Facility collateral or Hertz’s rental car fleet in Kansas or change the nature of their business.

During the fourth quarter of 2006, certain of the documents relating to the Fleet Financing Facility were amended to make certain technical and administrative changes.

Hertz Holdings Loan Facility

On June 30, 2006, Hertz Holdings entered into a loan facility with Deutsche Bank, AG, New York Branch, Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. or affiliates thereof, providing for a loan of $1.0 billion, or the “Hertz Holdings Loan Facility,” for the purpose of paying a special cash dividend to the holders of its common stock and paying fees and expenses related to the facility. The Hertz Holdings Loan Facility was repaid in full with the proceeds of our initial public offering, and the restrictive covenants contained therein were terminated.

Pre-Acquisition Debt

As of December 31, 2006, we had approximately $633.5 million (net of a $5.5 million discount) outstanding in pre-Acquisition promissory notes issued under three separate indentures at an average interest rate of 7.2%. These pre-Acquisition promissory notes have maturities ranging from 2007 to 2028.

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As of December 31, 2006, we had approximately €7.6 million (or $10.0 million) outstanding in pre-Acquisition Euro-denominated medium term notes, in connection with which we entered into an interest rate swap agreement on December 21, 2005, effective January 16, 2006 and maturing on July 16, 2007. The purpose of this interest rate swap is to lock in the interest cash outflows at a fixed rate of 4.1% on the variable rate Euro-denominated medium term notes. Funds sufficient to repay all obligations associated with the remaining €7.6 million of Euro-denominated medium term notes at maturity have been placed in escrow for satisfaction of these obligations.

We also had outstanding as of December 31, 2006 approximately $545.3 million in borrowings, net of a $10.5 million discount, consisting of pre-Acquisition ABS Notes with an average interest rate of 3.2%. These pre-Acquisition ABS Notes have maturities ranging from 2007 to 2009. See “U.S. Fleet Debt” for a discussion of the collateralization of the pre-Acquisition ABS Notes.

Credit Facilities

As of December 31, 2006, the following credit facilities were available for the use of Hertz and its subsidiaries:

·The Senior Term Facility had $11.1 million available under the letter of credit facility. No amounts were available to refinance certain existing debt under the delayed draw facility.

·The Senior ABL Facility had the foreign currency equivalent of approximately $1,600.0 million of remaining capacity, all of which was available under the borrowing base limitation and $181.8 million of which is available under the letter of credit facility sublimit.

·The International Fleet Debt Facilities had the foreign currency equivalent of approximately $1,236.4 million of remaining capacity and $231.4 million available under the borrowing base limitation.

·The U.S. Fleet Debt had approximately $1,500.0 million of remaining capacity and $34.3 million available under the borrowing base limitation. No additional amounts were available under the letter of credit facility.

·The Fleet Financing Facility had approximately $107.0 million of remaining capacity and $16.5 million available under the borrowing base limitation.

As of December 31, 2006, substantially all of our assets are pledged under one or more of the facilities noted above. We are currently in compliance with all of the covenants contained in the various facilities noted above that are currently applicable to us.

Note 4—Purchases and Sales of Operations

In June 1999, Hertz entered into a Limited Liability Company Agreement, or “LLC Agreement,” with a subsidiary of Orbital Sciences Corporation, or “Orbital,” whereby Navigation Solutions, L.L.C., or “Navigation Solutions,” a limited liability company, was formed to purchase NeverLost vehicle navigation systems for installation in selected vehicles in our North American fleet. In July 2001, Orbital’s subsidiary sold its membership interest in Navigation Solutions to a subsidiary of Thales North America, Inc., or “Thales.” During 2004 (prior to July 1), we received distributions of $2.0 million under the LLC Agreement, which represented our 40% ownership interest. In January 2004, along with Thales, Hertz amended the LLC Agreement to provide for Hertz to increase its ownership interest to 65% and for Navigation Solutions to purchase additional NeverLost vehicle navigation systems. For those periods prior to July 1, 2004, the results of operations and investment in this joint venture had

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been reported using the equity method of accounting. On July 1, 2004, Hertz’s ownership interest in Navigation Solutions increased from 40% to 65% as a result of an equity distribution by Navigation Solutions to the other member of Navigation Solutions, effectively reducing their ownership interest to 35%. Based upon this ownership change, we began consolidating 100% of Navigation Solutions’ balance sheet and results of operations into our financial statements and deducting the minority interest share relating to the 35% member.

Note 5—Employee Retirement Benefits

Qualified U.S. employees, after completion of specified periods of service, are eligible to participate in The Hertz Corporation Account Balance Defined Benefit Pension Plan, or “Hertz Retirement Plan,” a cash balance plan. Under this qualified Hertz Retirement Plan, we pay the entire cost and employees are not required to contribute.

Most of our foreign subsidiaries have defined benefit retirement plans or participate in various insured or multiemployer plans. In certain countries, when the subsidiaries make the required funding payments, they have no further obligations under such plans. We participate in various multiemployer pension plans administered by labor unions representing some of our employees. We make periodic contributions to these plans to allow them to meet their pension benefit obligations to their participants. Contributions to U.S. multiemployer plans were $7.7 million, $7.2 million and $7.1 million for 2006, 2005 and 2004, respectively.

Company plans are generally funded, except for certain nonqualified U.S. defined benefit plans and in Germany, where unfunded liabilities are recorded.

We sponsor defined contribution plans for certain eligible U.S. and non-U.S. employees. We match contributions of participating employees on the basis specified in the plans.

We also sponsor postretirement health care and life insurance benefits for a limited number of employees with hire dates prior to January 1, 1990. The postretirement health care plan is contributory with participants’ contributions adjusted annually. An unfunded liability is recorded. In 2006, we recognized a liability of $1.0 million for a key officer post-retirement car benefit. This plan provides the use of a vehicle for retired Senior Vice Presidents and above who have a minimum of 20 years of service and who retired at age 58 or above.

We use a December 31 measurement date for all our plans.

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The following tables set forth the funded status and the net periodic pension cost of the Hertz Retirement Plan, other postretirement benefit plans (including health care and life insurance plans covering domestic (“U.S.”) employees) and the retirement plans for foreign operations (“Non-U.S.”), together with amounts included in our consolidated balance sheet and statement of operations (in millions of dollars):

	Pension Benefits												Postretirement
	U.S.						Non-U.S.						Benefits (U.S.)
	2006			2005			2006			2005			2006			2005
Change in Benefit Obligation
Benefit obligation at January 1	$	400.0		$	339.2		$	160.3		$	132.2		$	18.2			$	17.3
Service cost	28.0			24.4			9.6			7.1			0.4				0.4
Interest cost	22.2			19.6			8.4			6.3			0.8				1.0
Employee contributions	—			—			1.5			1.4			0.1				0.1
Plan amendments	0.1			—			—			—			1.0				—
Benefits paid	(15.6		)	(10.7		)	(2.4		)	(2.2		)	(0.2		)		(0.4		)
Foreign exchange translation	—			—			21.1			(17.8		)	—				—
Actuarial loss (gain)	2.9			27.5			10.6			33.3			(3.7		)		(0.2		)
Benefit obligation at December 31	$	437.6		$	400.0		$	209.1		$	160.3		$	16.6			$	18.2
Change in Plan Assets
Fair value of plan assets at January 1	$	310.2		$	270.5		$	95.1		$	83.9		$	—			$	—
Actual return on plan assets	39.3			18.0			14.0			17.2			—				—
Company contributions	4.9			32.4			23.9			5.6			0.1				0.3
Employee contributions	—			—			1.5			1.4			0.1				0.1
Benefits paid	(15.6		)	(10.7		)	(2.4		)	(2.2		)	(0.2		)		(0.4		)
Foreign exchange translation	—			—			12.8			(10.5		)	—				—
Other	—			—			(0.2		)	(0.3		)	—				—
Fair value of plan assets at December 31	$	338.8		$	310.2		$	144.7		$	95.1		$	—			$	—
Funded Status of the Plan
Plan assets less than benefit obligation	$	(98.8	)	$	(89.8	)	$	(64.4	)	$	(65.2	)	$	(16.6	)		$	(18.2	)
Unamortized:
Transition obligation	—			—			—			—			—				—
Prior service cost	—			—			—			—			—				—
Net losses and other	—			(0.7		)	—			—			—				—
Net amount recognized	$	(98.8	)	$	(90.5	)	$	(64.4	)	$	(65.2	)	$	(16.6	)		$	(18.2	)
Amounts Recognized in the Balance Sheet Assets/(Liabilities) (Prior to the adoption of SFAS 158)
Intangible assets (including prepaid assets)				$	—					$	—						$	—
Accrued liabilities				(90.5		)				(65.2		)					(18.2		)
Deferred taxes on income				—						—							—
Accumulated other comprehensive loss, net of tax				—						—							—
Net amount recognized				$	(90.5	)				$	(65.2	)					$	(18.2	)
Pension Plans in Which Accumulated Benefit Obligation Exceeds Plan Assets at December 31 (Prior to the adoption of SFAS 158)
Projected benefit obligation				$	64.2					$	155.0
Accumulated benefit obligation				51.1						127.6
Fair value of plan assets				—						90.8

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	Pension Benefits							Postretirement
	U.S.			Non-U.S.				Benefits (U.S.)
For 2006 after the adoption of SFAS 158:
Liabilities	$	(98.8	)		$	(64.4	)		$	(16.6	)
Net obligation recognized in the balance sheet	$	(98.8	)		$	(64.4	)		$	(16.6	)
Initial net asset (obligation)	$	—			$	—			$	—
Prior service credit (cost)	(0.2		)		—				—
Net gain (loss)	13.1				(5.2		)		3.6
Accumulated other comprehensive income (loss)	12.9				(5.2		)		3.6
Prepaid (unfunded accrued) pension or postretirement (benefit) cost	(111.7		)		(59.2		)		(20.2		)
Net asset (obligation) recognized in the balance sheet	$	(98.8	)		$	(64.4	)		$	(16.6	)
Changes due to minimum pension liability and intangible asset recognition prior to the adoption of SFAS 158:
Other comprehensive income (loss)	$	—			$	—			$	—
Changes in plan assets and benefit obligations recognized in other comprehensive income (loss):
Total recognized in other comprehensive income (loss)	$	—			$	—			$	—
Total recognized in net periodic benefit cost and other comprehensive loss (income)	$	26.2			$	9.4			$	1.1
Estimated amounts that will be amortized from accumulated other comprehensive income over the next fiscal year:
Net gain (loss)	$	—			$	—			$	0.2
Balance sheet adjustment: Increase in accumulated other comprehensive (income) loss (before tax) to reflect the adoption of SFAS 158	$	(12.9	)		$	5.2			$	(3.6	)

	Pension Benefits												Postretirement
	U.S.						Non-U.S.						Benefits (U.S.)
	2006			2005			2006			2005			2006		2005
Accumulated Benefit Obligation at December 31	$	365.4		$	330.1		$	164.0		$	131.3		N/A		N/A
Weighted-average assumptions as of December 31
Discount rate	5.70		%	5.50		%	4.81		%	4.65		%	5.70	%	5.50	%
Expected return on assets	8.75		%	8.75		%	7.22		%	6.88		%	N/A		N/A
Average rate of increase in compensation	4.3		%	4.3		%	3.8		%	3.6		%	N/A		N/A
Initial health care cost trend rate	—			—			—			—			9.5	%	10.0	%
Ultimate health care cost trend rate	—			—			—			—			5.0	%	5.0	%
Number of years to ultimate trend rate	—			—			—			—			8		8

The discount rate used to determine the December 31, 2006 benefit obligations for U.S. pension plans is based on an average of three indices of high quality corporate bonds whose duration closely matches that of our plans. The rates on these bond indices are adjusted to reflect callable issues. For our plans outside the U.S., the discount rate reflects the market rates for high-quality corporate bonds currently available. The discount rate in a country was determined based on a yield curve constructed from high quality corporate bonds in that country. The rate selected from the yield curve has a duration that matches our plan.

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The expected return on plan assets for each funded plan is based on expected future investment returns considering the target investment mix of plan assets.

	Pension Benefits
	U.S.												Non-U.S.
	Successor						Predecessor						Successor						Predecessor
	For the periods from												For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004			Year ended December 31, 2006			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Components of Net Periodic Benefit Cost:
Service cost		$  28.0			$   0.7			$  23.7			$  21.1			$   9.5			$   0.2			$   6.9			$   5.4
Interest cost		22.2			0.6			19.0			17.7			8.4			0.2			6.1			5.4
Expected return on plan assets		(24.0	)		(0.6	)		(20.8	)		(17.9	)		(8.5	)		(0.2	)		(5.4	)		(4.5	)
Amortization:
Transition		—			—			—			—			—			—			—			—
Amendments		—			—			0.5			0.5			—			—			—			—
Losses and other		—			0.1			3.5			1.8			—			0.1			1.8			1.2
Settlement loss		—			—			1.1			—			—			—			—			—
Net pension expense		$  26.2			$   0.8			$  27.0			$  23.2			$   9.4			$   0.3			$   9.4			$   7.5
Weighted-average discount rate for expense		5.50	%		5.75	%		5.75	%		6.25	%		4.65	%		5.14	%		5.14	%		5.52	%
Weighted-average assumed long-term rate of return on assets		8.75	%		8.75	%		8.75	%		8.75	%		6.88	%		6.90	%		6.90	%		6.93	%

	Postretirement Benefits (U.S.)
	Successor						Predecessor
	For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Components of Net Periodic Benefit Cost:
Service cost		$ 0.4			$   —			$ 0.4			$ 0.4
Interest cost		0.8			0.1			0.9			1.0
Amortization:
Losses and other		(0.1	)		—			0.2			0.2
Net postretirement expense		$ 1.1			$ 0.1			$ 1.5			$ 1.6
Weighted-average discount rate for expense		5.50	%		5.75	%		5.75	%		6.25	%
Initial health care cost trend rate		10.0	%		11.0	%		11.0	%		10.0	%
Ultimate health care cost trend rate		5.0	%		5.0	%		5.0	%		5.0	%
Number of years to ultimate trend rate		8			9			9			10

Changing the assumed health care cost trend rates by one percentage point is estimated to have the following effects (in millions of dollars):

	One Percentage Point Increase		One Percentage Point Decrease
Effect on total of service and interest cost components		$ 0.1		$ (0.1	)
Effect on postretirement benefit obligation		$ 1.0		$ (0.9	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The provisions charged to income for the year ended December 31, 2006, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 for all other pension plans were approximately (in millions of dollars) $8.0, $0.2, $8.0 and $7.8, respectively.

The provisions charged to income for the year ended December 31, 2006, the Successor period ended December 31, 2005 and the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 for the defined contribution plans were approximately (in millions of dollars) $15.1, $0.5, $14.8 and $13.7, respectively.

Plan Assets

Our major U.S. and Non-U.S. pension plans’ weighted-average asset allocations at December 31, 2006 and 2005, by asset category, are as follows:

	Plan Assets
Asset Category	2006		2005		2006		2005
	U.S.				Non-U.S.
Equity securities	72.4	%	70.6	%	85.0	%	86.2	%
Fixed income securities	27.6		29.4		15.0		13.8
Total	100.0	%	100.0	%	100.0	%	100.0	%

We have a long-term investment outlook for the assets held in our Company sponsored plans, which is consistent with the long-term nature of each plan’s respective liabilities. We have two major plans which reside in the U.S. and the United Kingdom.

The U.S. Plan, or the “Plan,” currently has a target asset allocation of 70% equity and 30% fixed income. The equity portion of the Plan is invested in one passively managed index fund, one actively managed U.S. small/midcap fund and one actively managed international portfolio. The fixed income portion of the Plan is actively managed by a professional investment manager and is benchmarked to the Lehman Long Govt/Credit Index. The Plan currently assumes an 8.75% rate of return on assets which represents the expected long-term annual weighted-average return for the Plan in total. The annualized long-term performance of the Plan has generally been in excess of the long-term rate of return assumptions.

The U.K. Plan currently invests in a professionally managed Balanced Consensus Index Fund which has the investment objective of achieving a total return relatively equal to its benchmark. The benchmark is based upon the average asset weightings of a broad universe of U.K. pension funds invested in pooled investment vehicles and each of their relevant indices. The asset allocation as of December 31, 2006, was 85.0% equity and 15.0% fixed income. The U.K. Plan currently assumes a rate of return on assets of 7.3%, which represents the expected long-term annual weighted-average return.

Contributions

Our policy for funded plans is to contribute annually, at a minimum, amounts required by applicable laws, regulations, and union agreements. From time to time we make contributions beyond those legally required. In 2006, we made no discretionary cash contributions to our U.S. pension plan, while in 2005, we made discretionary cash contributions of $28.0 million to our U.S. pension plan. In 2007, we expect to contribute, at a minimum, approximately $27.8 million to our worldwide pension plans,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

including contributions required by funding regulations, discretionary contributions and benefit payments for unfunded plans.

Estimated Future Benefit Payments

The following table presents estimated future benefit payments (in millions of dollars):

	Pension Benefits		Postretirement Benefits (U.S.)
2007		$ 34.6		$ 0.6
2008		18.7		0.7
2009		23.3		0.8
2010		25.1		1.0
2011		27.8		1.1
2012-2016		199.2		7.0

The expected benefit payments for 2007 include a lump sum payment of $17.9 million to our former Chief Executive Officer, Craig R. Koch.

Note 6—Hertz Holdings Stock Incentive Plan

On February 15, 2006, the Boards of Directors of Hertz and Hertz Holdings jointly approved the Hertz Global Holdings, Inc. Stock Incentive Plan, or the “Stock Incentive Plan.” The Stock Incentive Plan provides for the sale of Hertz Holdings common stock to our executive officers, other key employees and directors as well as the grant of stock options to purchase shares of Hertz Holdings common stock to those individuals. The Board of Directors of Hertz Holdings, or a committee designated by it, selects the officers, employees and directors eligible to participate in the Stock Incentive Plan and either the Board or the Compensation Committee of Hertz Holdings may determine the specific number of shares to be offered or options to be granted to an individual employee or director. A maximum of 25 million shares are reserved for issuance under the Stock Incentive Plan. We currently intend to satisfy any need for shares of our common stock associated with the exercise of options issued under the Stock Incentive Plan through those new shares reserved for issuance, not through the use of Treasury shares or open market purchases of shares. The Stock Incentive Plan was approved by the stockholders of Hertz Holdings on March 8, 2006.

All option grants will be non-qualified options with a per-share exercise price no less than fair market value of one share of Hertz Holdings stock on the grant date. Any stock options granted will generally have a term of ten years, and unless otherwise determined by the Board or the Compensation Committee of Hertz Holdings, will vest in five equal annual installments. The Board or Compensation Committee may accelerate the vesting of an option at any time. In addition, vesting of options will be accelerated if Hertz Holdings experiences a change in control (as defined in the Stock Incentive Plan) unless options with substantially equivalent terms and economic value are substituted for existing options in place of accelerated vesting. Vesting of options will also be accelerated in the event of an employee’s death or disability (as defined in the Stock Incentive Plan). Upon a termination for cause (as defined in the Stock Incentive Plan), all options held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earliest of the expiration of their term or 60 days following termination of employment (180 days in the case of death, disability or retirement at normal retirement age).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Unless sooner terminated by the Board of Directors, the Stock Incentive Plan will remain in effect until February 15, 2016.

During the second quarter of 2006, Hertz Holdings made an equity offering to approximately 350 of our executives and key employees (not including Craig R. Koch, our former Chairman of the Board and Chief Executive Officer). The shares sold and options granted to our employees in connection with this equity offering are subject to and governed by the terms of the Stock Incentive Plan. The offering closed on May 5, 2006. In connection with this offering, Hertz Holdings sold 1,757,354 shares at a purchase price of $10.00 per share and granted options to purchase an additional 2,786,354 shares at an exercise price of $10.00 per share ($4.56 per share after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006). In addition, on May 18, 2006, Hertz Holdings granted our key executives and employees (except for Mr. Koch) options to acquire an additional 9,515,000 shares of Hertz Holdings common stock at $10.00 per share ($4.56 per share after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006), 800,000 shares at $15.00 per share ($9.56 per share after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006) and 800,000 shares at $20.00 per share ($14.56 per share after adjustment for special cash dividends paid on June 30, 2006 and November 21, 2006). These options are subject to and governed by the terms of the Stock Incentive Plan. The $10.00 per share purchase price and exercise price was based on the Board’s determination of the fair market value of the common stock of Hertz Holdings as of the grant date, as supported by an independent third party valuation.

On June 12, 2006, Mr. Koch purchased 50,000 shares of common stock of Hertz Holdings at a purchase price of $10.00 per share and received options to purchase an additional 100,000 shares at a purchase price of $10.00 per share ($5.68 per share after adjustment for the special cash dividend paid on June 30, 2006). On August 15, 2006, the options issued to Mr. Koch in June 2006 were cancelled and he was issued options to purchase 112,000 shares of common stock of Hertz Holdings at an exercise price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006). Hertz Holdings made a payment to Mr. Koch in connection with his share purchase equal to $80,000.

On August 15, 2006, certain newly-hired employees purchased an aggregate of 20,000 shares at a price of $7.68 per share and were granted options to purchase 220,000 shares of Hertz Holdings stock at an exercise price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006). Also on August 15, 2006, in accordance with the terms of his employment agreement, Mr. Frissora purchased 1,056,338 shares of common stock of Hertz Holdings at a price of $5.68, which was $2.00 below the fair market value of $7.68 on that date, and was granted options to purchase 800,000 shares of Hertz Holdings at an exercise price of $7.68 per share ($6.56 after adjustment for the special cash dividend paid on November 21, 2006), 400,000 options at an exercise price of $10.68 per share ($9.56 after adjustment for the special cash dividend paid on November 21, 2006) and 400,000 options at an exercise price of $15.68 per share ($14.56 after adjustment for the special cash dividend paid on November 21, 2006). All of Mr. Frissora’s options will vest 20% per year on the first five anniversaries of the date of commencement of his employment and will have a ten year term.

In September 2006, we determined that the fair value of the common stock of Hertz Holdings as of August 15, 2006 was $16.37 per share, rather than the $7.68 that had originally been determined at that time and which we used for purposes of the Stock Incentive Plan and federal income tax purposes. Consequently, we recognized compensation expense of $13.2 million, including amounts

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

for a tax gross-up on the initial $2.00 discount to fair market value in accordance with Mr. Frissora’s employment agreement, in the quarter ended September 30, 2006.

The five-year vesting period is the requisite service period over which compensation cost will be recognized for all grants except the one to Mr. Koch. For all grants except the one for Mr. Koch, we will recognize compensation cost on a straight-line basis over the five-year vesting period. For Mr. Koch, all of the compensation costs were recognized over his expected service period in 2006. The options will be accounted for as equity-classified awards.

The value of each option award is estimated on the grant date using a Black-Scholes option valuation model that incorporates the assumptions noted in the following table. Because the stock of Hertz Holdings was not publicly traded at the time of these grants, we have used the calculated value method, substituting the historical volatility of an appropriate industry sector index for the expected volatility of Hertz Holdings’ common stock price as an assumption in the valuation model. We measure the compensation cost related to employee stock options based on the calculated value instead of fair value of the options because we cannot reasonably estimate the volatility of Hertz Holdings’ common stock. We selected the Dow Jones Specialized Consumer Services sub-sector within the consumer services industry, and we used the U.S. large capitalization component, which includes the top 70% of the index universe (by market value).

The calculation of the historical volatility of the index was made using the daily historical closing values of the index for the preceding 6.5 years, because that is the expected term of the options using the simplified approach allowed under SAB No. 107.

The risk-free interest rate is the implied zero-coupon yield for U.S. Treasury securities having a maturity of 6.5 years as of the grant date, which is the expected term of the options. The assumed dividend yield is zero. We assume that each year 1% of the options that are outstanding but not vested will be forfeited because of employee attrition.

Assumption	2006 Grants
Expected volatility	50.2	%
Expected dividends	0.0	%
Expected term (years)	6.5
Risk-free rate	4.89% - 5.0	7%
Forfeiture rate (per year)	1.0	%

A summary of option activity under the Stock Incentive Plan as of December 31, 2006 is presented below. All of the outstanding options are non-vested and not exercisable.

	Non-vested Shares		Weighted- Average Exercise Price		Weighted- Average Grant- Date Calculated Value
Non-vested as of January 1, 2006	—			$  —		$  —
Granted	15,833,354			$ 5.85		$ 5.99
Forfeited or Expired	(85,000	)		$  —		$ 5.63
Non-vested as of December 31, 2006	15,748,354			$ 5.85		$ 5.99

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

During the year ended December 31, 2006, we recognized compensation cost of approximately $13.8 million ($8.3 million, net of tax), and, as of December 31, 2006, there was approximately $106.2 million of total unrecognized compensation cost related to non-vested stock options granted by Hertz Holdings under the Stock Incentive Plan, including costs related to modifying the exercise prices of certain option grants in order to preserve the intrinsic value of the options, consistent with applicable tax law, to reflect the special cash dividend of $4.32 per share that was paid on June 30, 2006 and $1.12 that was paid on November 21, 2006. These remaining costs are expected to be recognized over the remaining 4.4 years of the five-year requisite service period that began on the grant dates.

Note 7—Depreciation of Revenue Earning Equipment

Depreciation of revenue earning equipment includes the following (in thousands of dollars):

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Depreciation of revenue earning equipment		$	1,761,804			$	45,362			$	1,605,243			$	1,506,988
Adjustment of depreciation upon disposal of the equipment		(35,857		)		(2,123		)		(68,307		)		(57,212		)
Rents paid for vehicles leased		31,255				588				18,926				13,482
Total		$	1,757,202			$	43,827			$	1,555,862			$	1,463,258

The adjustment of depreciation upon disposal of revenue earning equipment for the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 included (in millions of dollars) net gains of $16.3, $1.3, $41.8 and $25.8, respectively, on the disposal of industrial and construction equipment used in our equipment rental operations, and net gains of $19.6, $0.8, $26.5 and $31.4, respectively, on the disposal of vehicles used in the car rental operations. Depreciation rates being used to compute the provision for depreciation of revenue earning equipment were decreased for all vehicles effective January 1, 2006 in our domestic car rental operations and in our U.S. and Canadian equipment rental operations to reflect changes in the estimated residual values to be realized when revenue earning equipment is sold. Depreciation rates on certain vehicles were increased effective October 1, 2006 in our domestic car rental operations. Depreciation rates were also decreased effective April 1, 2006 in our French equipment rental operations. Depreciation rates were increased during 2006 in our international car rental operations to reflect changes in the estimated residual values of vehicles. The rate changes resulted in a net reduction of $3.7 million in our domestic car rental depreciation expense, a net reduction of $15.3 million in our combined U.S. and Canadian equipment rental operations depreciation expense, a net reduction of $3.1 million in our French equipment rental operations depreciation expense and a net increase of $9.0 million in our international car rental operations depreciation expense.

As a result of the Acquisition, the net book value of our revenue earning equipment was adjusted to its estimated fair value, resulting in a net increase of $93.1 million. This net increase in net book value resulted in an increase in depreciation expense of approximately $13.8 million and $0.5 million for the year ended December 31, 2006 and the Successor period ended December 31, 2005, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8—Taxes on Income

The components of income (loss) before income taxes and minority interest for the periods were as follows (in thousands of dollars):

	Successor							Predecessor
				For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Domestic		$	97,044		$	(19,144	)		$	371,570		$	322,759
Foreign		103,607			(14,074		)		203,336			179,793
Total		$	200,651		$	(33,218	)		$	574,906		$	502,552

The total provision (benefit) for taxes on income consists of the following (in thousands of dollars):

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Current:
Federal		$	6,576			$	—			$	577,573			$	(22,950	)
Foreign		28,527				—				17,550				16,679
State and local		2,537				—				7,670				10,565
Total current		37,640				—				602,793				4,294
Deferred:
Federal		28,499				(5,711		)		(435,037		)		132,877
Foreign		11,148				(4,822		)		11,224				(11,801		)
State and local		(9,293		)		(1,710		)		12,352				8,500
Total deferred		30,354				(12,243		)		(411,461		)		129,576
Total provision (benefit)		$	67,994			$	(12,243	)		$	191,332			$	133,870

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The principal items of the U.S. and foreign net deferred tax liability at December 31, 2006 and 2005 are as follows (in thousands of dollars):

	2006			2005
Deferred Tax Assets:
Employee benefit plans	$	130,966		$	126,454
Net operating loss carryforwards	411,744			101,156
Foreign tax credit carryforwards	14,604			—
Federal and state alternative minimum tax credit carryforwards	4,683			4,464
Accrued and prepaid expenses deducted for tax purposes when paid or incurred	89,809			145,608
Total Deferred Tax Assets	651,806			377,682
Less: Valuation Reserves	(31,191		)	(21,377		)
Total Net Deferred Tax Assets	620,615			356,305
Deferred Tax Liabilities:
Depreciation on tangible assets	(1,207,796		)	(1,027,906		)
Intangible assets	(1,213,892		)	(1,180,941		)
Total Deferred Tax Liabilities	(2,421,688		)	(2,208,847		)
Net Deferred Tax Liability	$	(1,801,073	)	$	(1,852,542	)

At December 31, 2006, deferred tax assets of $371.3 million related to U.S. Net Operating Loss, or “NOL,” carryforwards of $836.9 million were recorded. These NOLs begin to expire in 2025.

At December 31, 2006, deferred tax assets of $40.4 million related to foreign NOL carryforwards were recorded. All of these NOLs have an indefinite carryforward period. A valuation allowance of $31.2 million at December 31, 2006 was recorded against the deferred tax asset as those deferred tax assets relate to jurisdictions which have historical losses. The valuation allowance relates to the likelihood that a portion of the NOL carryforwards may not be utilized in the future.

The American Jobs Creation Act, or “the Act,” was enacted in October 2004. The Act contained a provision allowing a one-time favorable tax benefit in 2005 related to the repatriation of foreign earnings to the U.S. During 2005, in connection with the Acquisition, $547.8 million of foreign earnings from certain foreign subsidiaries of Hertz were repatriated to the U.S. The repatriation generated $168.2 million of tax expense, of which $136.9 million was mitigated by foreign tax credits, resulting in a net tax expense of $31.3 million.

On July 13, 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109”, or “FIN No. 48.” FIN No. 48 clarifies the criteria that must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it is more likely than not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006. Tax positions taken in prior years are being evaluated under FIN No. 48 and

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

management anticipates a decrease to the opening balance of retained earnings as of January 1, 2007 of up to $30.0 million.

The significant items in the reconciliation of the statutory and effective income tax rates consisted of the following:

	Successor						Predecessor
				For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Statutory Federal Tax Rate		35.0	%		35.0	%		35.0	%		35.0	%
Foreign tax differential		(4.8	)		(2.8	)		2.7			(3.8	)
State and local income taxes, net of federal income tax benefit		2.3			3.4			2.3			2.5
Increase (decrease) in valuation allowance		4.9			—			(6.1	)		6.9
Adjustments made to federal and foreign tax accruals in connection with tax audit evaluations		0.7			—			—			(13.9	)
Change in statutory rates		(5.4	)		—			—			—
All other items, net		1.2			1.3			(0.6	)		(0.1	)
Effective Tax Rate		33.9	%		36.9	%		33.3	%		26.6	%

The effective income tax rate on earnings before income taxes and minority interest for the successor periods ended December 31, 2006 and December 31, 2005 was 33.9% and 36.9%, respectively. The effective income tax rate for the predecessor periods ended December 20, 2005 and December 31, 2004 was 33.3% and 26.6%, respectively. The lower effective tax rate in 2004 was attributable to an audit settlement of the 1999 through 2003 income tax years.

As of December 31, 2006, approximately $417.0 million of undistributed earnings of foreign subsidiaries existed for which U.S. deferred taxes have not been recorded because it is management’s current intention to permanently reinvest these undistributed earnings offshore. If in the future these earnings are repatriated to the United States, or it is determined such earnings will be repatriated in the foreseeable future, additional tax provisions will be recorded.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 9—Lease and Concession Agreements

We have various concession agreements, which provide for payment of rents and a percentage of revenue with a guaranteed minimum, and real estate leases under which the following amounts were expensed (in thousands of dollars):

	Successor						Predecessor
				For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Rents		$	120,726		$	3,500		$	112,627		$	100,243
Concession fees:
Minimum fixed obligations		279,487			7,653			246,304			227,535
Additional amounts, based on revenues		194,220			5,544			178,431			182,069
Total		$	594,433		$	16,697		$	537,362		$	509,847

As of December 31, 2006, minimum obligations under existing agreements referred to above are approximately as follows (in thousands of dollars):

	Rents		Concessions
2007	$	105,836		$	247,444
2008	89,275			186,131
2009	68,838			143,653
2010	52,252			101,765
2011	41,201			74,518
Years after 2011	188,315			394,591

Many of our concession agreements and real estate leases require us to pay or reimburse operating expenses, such as common area charges and real estate taxes, to pay concession fees above guaranteed minimums or additional rent based on a percentage of revenues or sales (as defined in those agreements) arising at the relevant premises, or both. Such obligations are not reflected in the table of minimum future obligations appearing immediately above.

In addition to the above, we have various leases on revenue earning equipment and office and computer equipment under which the following amounts were expensed (in thousands of dollars):

	Successor						Predecessor
				For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005			January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Revenue earning equipment		$	31,255		$	588		$	18,926		$	13,482
Office and computer equipment		14,718			466			14,984			15,338
Total		$	45,973		$	1,054		$	33,910		$	28,820

As of December 31, 2006, minimum obligations under existing agreements referred to above that have a maturity of more than one year are as follows (in thousands of dollars): 2007, $31,962; 2008, $11,658; 2009, $2,615; 2010, $123; 2011, $4; years after 2011, $0.

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Note 10—Segment Information

We follow SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information.” The statement requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and measuring their performance.

Our operating segments are aggregated into reportable business segments based primarily upon similar economic characteristics, products, services, customers, and delivery methods. We have identified two reportable segments: rental of cars and light trucks, or “car rental”; and rental of industrial, construction and material handling equipment, or “equipment rental.” The contribution of these segments, as well as “corporate and other,” for the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 are summarized below (in millions of dollars). “Corporate and other” includes general corporate expenses, certain interest expense (including, in Successor periods, net interest on corporate debt), as well as other business activities, such as our third party claim management services.

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Revenues
Car rental		$	6,378.0			$	131.8			$	5,915.0			$	5,507.7
Equipment rental		1,672.6				22.5				1,392.8				1,162.2
Corporate and other		7.8				0.2				6.9				6.1
Total		$	8,058.4			$	154.5			$	7,314.7			$	6,676.0
Income (loss) before income taxes and minority interest
Car rental		$	373.5			$	(16.2	)		$	390.8			$	437.7
Equipment rental		269.5				(11.4		)		250.5				87.8
Corporate and other		(442.4		)		(5.6		)		(66.4		)		(22.9		)
Total		$	200.6			$	(33.2	)		$	574.9			$	502.6
Depreciation of revenue earning equipment
Car rental		$	1,479.6			$	37.4			$	1,344.1			$	1,228.6
Equipment rental		277.6				6.4				211.8				234.7
Corporate and other		—				—				—				—
Total		$	1,757.2			$	43.8			$	1,555.9			$	1,463.3
Depreciation of property and equipment
Car rental		$	150.8			$	4.1			$	141.1			$	136.1
Equipment rental		40.5				1.2				36.4				36.7
Corporate and other		5.9				0.2				4.9				4.8
Total		$	197.2			$	5.5			$	182.4			$	177.6
Amortization of other intangible assets
Car rental		$	29.4			$	1.1			$	0.7			$	0.6
Equipment rental		32.2				1.0				—				—
Corporate and other		—				—				—				—
Total		$	61.6			$	2.1			$	0.7			$	0.6
Interest expense, net of interest income
Car rental		$	424.1			$	15.8			$	349.2			$	305.0
Equipment rental		140.0				3.4				86.4				72.0
Corporate and other		336.6				6.6				38.6				7.4
Total		$	900.7			$	25.8			$	474.2			$	384.4
Revenue earning equipment and property and equipment
Car rental
Expenditures		$	10,712.1			$	234.9			$	11,530.1			$	10,885.7
Proceeds from disposals		(9,362.7		)		(199.8		)		(9,927.2		)		(8,554.3		)
Net expenditures		$	1,349.4			$	35.1			$	1,602.9			$	2,331.4
Equipment rental
Expenditures		$	929.6			$	8.2			$	987.9			$	707.8
Proceeds from disposals		(256.5		)		(1.1		)		(251.4		)		(245.5		)
Net expenditures		$	673.1			$	7.1			$	736.5			$	462.3
Corporate and other
Expenditures		$	3.1			$	0.2			$	2.7			$	3.0
Proceeds from disposals		—				—				(0.3		)		(0.4		)
Net expenditures		$	3.1			$	0.2			$	2.4			$	2.6

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31,
	2006		2005
Total assets at end of year
Car rental	$	10,597.0	$	11,456.4
Equipment rental	4,475.9		3,418.8
Corporate and other	3,604.5		3,705.7
Total	$	18,677.4	$	18,580.9
Revenue earning equipment, net, at end of year
Car rental	$	7,366.4	$	7,399.5
Equipment rental	2,439.1		2,075.5
Corporate and other	—		—
Total	$	9,805.5	$	9,475.0

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

We operate in the United States and in foreign countries. Foreign operations are substantially in Europe. The operations within major geographic areas are summarized below (in millions of dollars):

	Successor								Predecessor
					For the periods from
	Year ended December 31, 2006				December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005				Year ended December 31, 2004
Revenues
United States		$	5,631.2			$	123.7			$	5,150.5			$	4,678.2
Foreign		2,427.2				30.8				2,164.2				1,997.8
Total		$	8,058.4			$	154.5			$	7,314.7			$	6,676.0
Income (loss) before income taxes and minority interest
United States		$	61.0			$	(19.1	)		$	371.6			$	322.8
Foreign		139.6				(14.1		)		203.3				179.8
Total		$	200.6			$	(33.2	)		$	574.9			$	502.6
Depreciation of revenue earning equipment
United States		$	1,333.2			$	35.5			$	1,179.8			$	1,107.3
Foreign		424.0				8.3				376.1				356.0
Total		$	1,757.2			$	43.8			$	1,555.9			$	1,463.3
Depreciation of property and equipment
United States		$	150.7			$	4.6			$	140.3			$	136.4
Foreign		46.5				0.9				42.1				41.2
Total		$	197.2			$	5.5			$	182.4			$	177.6
Amortization of other intangible assets
United States		$	43.1			$	1.3			$	0.1			$	—
Foreign		18.5				0.8				0.6				0.6
Total		$	61.6			$	2.1			$	0.7			$	0.6
Interest expense, net of interest income
United States		$	746.0			$	22.0			$	414.4			$	338.5
Foreign		154.7				3.8				59.8				45.9
Total		$	900.7			$	25.8			$	474.2			$	384.4
Revenue earning equipment and property and equipment
United States
Expenditures		$	8,037.8			$	188.9			$	8,762.3			$	7,928.5
Proceeds from disposals		(6,613.0		)		(131.8		)		(6,940.8		)		(5,818.6		)
Net expenditures		$	1,424.8			$	57.1			$	1,821.5			$	2,109.9
Foreign
Expenditures		$	3,607.0			$	54.4			$	3,758.4			$	3,668.0
Proceeds from disposals		(3,006.2		)		(69.1		)		(3,238.1		)		(2,981.6		)
Net expenditures		$	600.8			$	(14.7	)		$	520.3			$	686.4

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	December 31,
	2006		2005
Total assets at end of year
United States	$	14,057.4	$	13,981.0
Foreign	4,620.0		4,599.9
Total	$	18,677.4	$	18,580.9
Revenue earning equipment, net, at end of year
United States	$	7,243.3	$	7,270.9
Foreign	2,562.2		2,204.1
Total	$	9,805.5	$	9,475.0

Note 11—Litigation and Guarantees

Legal Proceedings

Fuel—Related Class Actions

We are a defendant in four purported class actions—filed in Texas, Oklahoma, New Mexico and Nevada—in which the plaintiffs have put forth alternate theories to challenge the application of our Fuel and Service Charge, or “FSC,” on rentals of cars that are returned with less fuel than when rented.

1. Texas

On March 15, 2004, Jose M. Gomez, individually and on behalf of all other similarly situated persons, v. The Hertz Corporation was commenced in the 214th Judicial District Court of Nueces County, Texas. Gomez purports to be a class action filed alternatively on behalf of all persons who were charged a FSC by us or all Texas residents who were charged a FSC by us. The petition alleged that the FSC is an unlawful penalty and that, therefore, it is void and unenforceable. The plaintiff seeks an unspecified amount of compensatory damages, with the return of all FSC paid or the difference between the FSC and our actual costs, disgorgement of unearned profits, attorneys’ fees and costs. In response to various motions by us, the plaintiff filed two amended petitions which scaled back the putative class from a nationwide class to a class of all Texas residents who were charged a FSC by us or by our Corpus Christi licensee. A new cause of action was also added for conversion for which the plaintiff is seeking punitive damages. After some limited discovery, we filed a motion for summary judgment in December 2004. That motion was denied in January 2005. The parties then engaged in more extensive discovery. In April 2006, the plaintiff further amended his petition by adding a cause of action for fraudulent misrepresentation and, at the plaintiff’s request, a hearing on the plaintiff’s motion for class certification was scheduled for August 2006. In May 2006, the plaintiff filed a fourth amended petition which deleted the cause of action for conversion and the plaintiff also filed a first amended motion for class certification in anticipation of the August 2006 hearing on class certification. After the hearing, the plaintiff filed a fifth amended petition seeking to further refine the putative class as including all Texas residents who were charged a FSC in Texas after February 6, 2000. In October 2006, the judge entered a class certification order which certified a class of all Texas residents who were charged an FSC in Texas after February 6, 2000. We are appealing the order.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2. Oklahoma

On November 18, 2004, Keith Kochner, individually and on behalf of all similarly situated persons, v. The Hertz Corporation was commenced in the District Court in and for Tulsa County, State of Oklahoma. As with the Gomez case, Kochner purports to be a class action, this time on behalf of Oklahoma residents who rented from us and incurred our FSC. The petition alleged that the imposition of the FSC is a breach of contract and amounts to an unconscionable penalty or liquidated damages in violation of Article 2A of the Oklahoma Uniform Commercial Code. The plaintiff seeks an unspecified amount of compensatory damages, with the return of all FSC paid or the difference between the FSC and our actual costs, disgorgement of unearned profits, attorneys’ fees and costs. In March 2005, the trial court granted our motion to dismiss the action but also granted the plaintiff the right to replead. In April 2005, the plaintiff filed an amended class action petition, newly alleging that our FSC violates the Oklahoma Consumer Protection Act and that we have been unjustly enriched, and again alleging that our FSC is unconscionable under Article 2A of the Oklahoma Uniform Commercial Code. In May 2005, we filed a motion to dismiss the amended class action petition. In October 2005, the court granted our motion to dismiss, but allowed the plaintiff to file a second amended complaint and we then answered the complaint. Discovery has now commenced.

3. New Mexico

On December 13, 2005, Janelle Johnson, individually and on behalf of all other similarly situated persons v. The Hertz Corporation was filed in the Second Judicial District Court of the County of Bernalillo, New Mexico. As with the Gomez and Kochner cases, Johnson purports to be a class action, this time on behalf of all New Mexico residents who rented from us and who were charged a FSC. The complaint alleges that the FSC is unconscionable as a matter of law under pertinent sections of the New Mexico Uniform Commercial Code and that, under New Mexico common law, the collection of FSC does not constitute valid liquidated damages, but rather is a void penalty. The plaintiff seeks an unspecified amount of compensatory damages, with the return of all FSC paid or the difference between the FSC and its actual cost. In the alternative, the plaintiff requests that the court exercise its equitable jurisdiction and order us to cease and desist from our unlawful conduct and to modify our lease provisions to conform with applicable provisions of New Mexico statutory and common law. The complaint also asks for attorneys’ fees and costs. We have removed the action to the U.S. District Court for the District of New Mexico and, in lieu of an answer, filed a motion to dismiss. In November 2006, the judge granted our motion to dismiss the liquidated damages claim and the substantive unconscionability claim but did not grant our motion to dismiss the procedural unconscionability claim or the claim for equitable relief. Plaintiff then amended her complaint to replead the unconscionability claim and to add a fraudulent misrepresentation claim. In December 2006, we filed a motion to dismiss the amended complaint and, in January 2007, the court quickly dismissed the new fraud claim and reaffirmed the dismissal of the substantive unconscionability claim. In February 2007, the plaintiff dismissed the case with prejudice.

4. Nevada

On January 10, 2007, Marlena Guerra, individually and on behalf of all other similarly situated persons, v. The Hertz Corporation was filed in the United States District Court for the District of Nevada. As with the Gomez and Kochner cases, Guerra purports to be a class action on behalf of all individuals and business entities who rented vehicles at Las Vegas McCarran International

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Airport and were charged a FSC. The complaint alleged that those customers who paid the FSC were fraudulently charged a surcharge required for fuel in violation of Nevada’s Deceptive Trade Practices Act. The plaintiff also alleged the FSC violates the Nevada Uniform Commercial Code, or “UCC,” since it is unconscionable and operates as an unlawful liquidated damages provision. Finally, the plaintiff claimed that we breached our own rental agreement—which the plaintiff claims to have been modified so as not to violate Nevada law—by charging the FSC, since such charges violate the UCC and/or the prohibition against fuel surcharges. The plaintiff seeks compensatory damages, including the return of all FSC paid or the difference between the FSC and its actual costs, plus prejudgment interest, attorneys’ fees and costs. In March 2007, we filed a motion to dismiss.

Other Consumer or Supplier Class Actions

1. HERC LDW

On August 15, 2006, Davis Landscape, Ltd., individually and on behalf of all others similarly situated, v. Hertz Equipment Rental Corporation, or “HERC,” was filed in the United States District Court for the District of New Jersey. Davis Landscape, Ltd., purports to be a nationwide class action on behalf of all persons and business entities who rented equipment from HERC and who paid a Loss Damage Waiver, or “LDW,” charge. The complaint alleges that the LDW is deceptive and unconscionable as a matter of law under pertinent sections of New Jersey law, including the New Jersey Consumer Fraud Act and the New Jersey Uniform Commercial Code. The plaintiff seeks an unspecified amount of statutory damages under the New Jersey Consumer Fraud Act, an unspecified amount of compensatory damages with the return of all LDW charges paid, declaratory relief and an injunction prohibiting HERC from engaging in acts with respect to the LDW charge that violate the New Jersey Consumer Fraud Act. The complaint also asks for attorneys’ fees and costs. In October 2006, we filed an answer to the complaint. In November 2006, the plaintiff filed an amended complaint adding an additional plaintiff, Miguel V. Pro, an individual residing in Texas, and new claims relating to HERC’s charging of an “Environmental Recovery Fee.” Causes of action for breach of contract and breach of implied covenant of good faith and fair dealing were also added. In January 2007, we filed an answer to the amended complaint. Discovery has now commenced.

2. Concession Fee Recoveries

On October 13, 2006, Janet Sobel, Daniel Dugan Ph.D., and Lydia Lee, individually and on behalf of all others similarly situated, v. The Hertz Corporation and Enterprise Rent-A-Car Company was filed in the United States District Court for the District of Nevada. Sobel purports to be a nationwide class action on behalf of all persons who rented cars from Hertz or Enterprise at airports in Nevada and whom Hertz or Enterprise charged airport concession recovery fees. The complaint alleged that the airport concession recovery fees violate certain provisions of Nevada law, including Nevada’s Deceptive Trade Practices Act. The plaintiffs seek an unspecified amount of compensatory damages, restitution of any charges found to be improper and an injunction prohibiting Hertz and Enterprise from quoting or charging any of the fees prohibited by Nevada law. The complaint also asks for attorneys’ fees and costs. In November 2006, the plaintiffs and Enterprise stipulated and agreed that claims against Enterprise would be dismissed without prejudice. In January 2007, we filed a motion to dismiss.

We believe that we have meritorious defenses in the foregoing matters and will defend ourselves vigorously.

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In addition, we are currently a defendant in numerous actions and have received numerous claims on which actions have not yet been commenced for public liability and property damage arising from the operation of motor vehicles and equipment rented from us and our licensees. In the aggregate, we can be expected to expend material sums to defend and settle public liability and property damage actions and claims or to pay judgments resulting from them.

On February 19, 2007, The Hertz Corporation and TSD Rental LLC v. Enterprise Rent-A-Car Company and The Crawford Group, Inc. was filed in the United States District Court for the District of Massachusetts. In this action, we and our co-plaintiff seek damages and injunctive relief based upon allegations that Enterprise and its corporate parent, The Crawford Group, Inc., unlawfully engaged in anticompetitive and unfair and deceptive business practices by claiming to customers of Hertz that once Enterprise obtains a patent that it has applied for relating to its insurance replacement reservation system, Hertz will be prevented from using the co-plaintiff’s EDiCAR system, which Hertz currently uses in its insurance replacement business. The complaint alleges, among other things, that Enterprise’s threats are improper because the Enterprise patent, once issued, should be invalid and unenforceable.

In addition to the foregoing, various legal actions, claims and governmental inquiries and proceedings are pending or may be instituted or asserted in the future against us and our subsidiaries. Litigation is 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 us or any of our subsidiaries involved. Although the amount of liability with respect to these matters cannot be ascertained, potential liability in excess of related accruals is not expected to materially affect our consolidated financial position, results of operations or cash flows but it could be material in the period in which it is recorded.

Guarantees

At December 31, 2006, the following guarantees (including indemnification commitments) were issued and outstanding.

Indemnifications

In the ordinary course of business, we execute contracts involving indemnifications standard in the relevant industry and indemnifications specific to a transaction such as sale of a business. These indemnifications 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. Performance under these indemnities would generally be triggered by a breach of terms of the contract or by a third party claim. We regularly evaluate the probability of having to incur costs associated with these indemnifications and have accrued for expected losses that are probable and estimable. The types of indemnifications for which payments are possible include the following:

Sponsors; Directors

On the Closing Date, Hertz entered into customary indemnification agreements with Hertz Holdings, the Sponsors and Hertz Holdings’ stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, Hertz Holdings’ stockholders affiliated with the Sponsors 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 the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We do not

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believe that these indemnifications are reasonably likely to have a material impact on us. We have also entered into indemnification agreements with each of our directors.

Environmental

We have indemnified various parties for the costs associated 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 we may be held responsible could be substantial. The probable losses that we expect to incur for such matters have been accrued and those losses are reflected in our consolidated financial statements. As of December 31, 2006 and 2005, the aggregate amounts accrued for environmental liabilities including liability for environmental indemnities, reflected in our consolidated balance sheet in “Other accrued liabilities” were $3.7 million and $3.9 million, respectively. The accrual generally represents the estimated cost to study potential environmental issues at sites deemed to require investigation or clean-up activities, and the estimated cost to implement remediation actions, including ongoing maintenance, as required. Cost estimates are developed by site. Initial cost estimates are based on historical experience at similar sites and are refined over time on the basis of in-depth studies of the site. For many sites, the remediation costs and other damages for which we ultimately may be responsible cannot be reasonably estimated because of uncertainties with respect to factors such as our connection to the site, the materials there, the involvement of other potentially responsible parties, the application of laws and other standards or regulations, site conditions, and the nature and scope of investigations, studies, and remediation to be undertaken (including the technologies to be required and the extent, duration, and success of remediation).

Note 12—Quarterly Financial Information (Unaudited)

A summary of the quarterly operating results during 2006 and 2005 were as follows (in thousands of dollars, except per share data):

	Successor
	First Quarter 2006			Second Quarter 2006			Third Quarter 2006			Fourth Quarter 2006
Revenues	$	1,786,594		$	2,040,633		$	2,240,594		$	1,990,584
Operating income: pre-tax income before interest expense and minority interest	147,013		(1)(2)	269,883		(4)	413,685		(6)	270,727		(8)
(Loss) income before income taxes and minority interest	(63,300		)(1)(2)(3)	57,273		(4)(5)	163,971		(6)(7)	42,707		(8)(9)(10)
Net (loss) income	(49,236		)	17,818			107,538			39,823		(11)
(Loss) earnings per share, basic	$	(0.21	)	$	0.08		$	0.46		$	0.14
(Loss) earnings per share, diluted	$	(0.21	)	$	0.08		$	0.46		$	0.14

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	Predecessor												Successor
									For the periods from
	First Quarter 2005		Second Quarter 2005			Third Quarter 2005			October 1, 2005 to December 20, 2005				December 21, 2005 to December 31, 2005
Revenues	$	1,640,573	$	1,862,329		$	2,123,630			$	1,688,213			$	154,469
Operating income (loss): pre-tax income (loss) before interest expense and minority interest	134,691		267,386		(12)	405,460		(13)		241,616		(16)		(7,483		)(16)
Income (loss) before income taxes and minority interest	35,479		154,554		(12)	264,296		(13)(14)		120,577		(16)(17)		(33,218		)(16)
Net income (loss)	20,875		99,200			205,221		(15)		46,027		(18)		(21,346		)
Loss per share, basic	$	0.09	$	0.43		$	0.89			$	0.20			$	(0.09	)
Loss per share, diluted	$	0.09	$	0.43		$	0.89			$	0.20			$	(0.09	)

(1)Includes a $3.6 million and a $5.1 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our domestic car rental operations and our combined U.S. and Canadian equipment rental operations, respectively.

(2)Includes a gain of $6.6 million related to the assignment of certain interest rate swaps. See note (9).

(3)Includes $76.5 million of net interest expense on corporate debt.

(4)Includes a $5.4 million and $1.1 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our combined U.S. and Canadian and our French equipment rental operations, respectively, and a $1.0 million increase in depreciation expense related to a change in revenue earning equipment depreciation rates in our international car rental operations.

(5)Includes $78.2 million of net interest expense on corporate debt.

(6)Includes a $0.5 million, $2.7 million and a $1.0 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our domestic car rental operations, our combined U.S. and Canadian and our French equipment rental operations, respectively, and a $3.0 million increase in depreciation expense related to a change in revenue earning equipment depreciation rates in our international car rental operations.

(7)Includes $93.4 million of net interest expense on corporate debt.

(8)Includes a $2.1 million and $1.0 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our combined U.S. and Canadian and our French equipment rental operations, respectively, and a $4.9 million increase in depreciation expense related to a change in revenue earning equipment depreciation rates in our domestic and international car rental operations.

(9)Includes an adjustment of $5.6 million to correct the original gain amount of $6.6 million disclosed in the first quarter of 2006 which did not take into account the relinquishment of a counterparty receivable in the amount of $5.6 million—see note (2). This adjustment had a negative impact on the quarter of $0.02 per share on a fully diluted basis and had no effect on Corporate EBITDA.

(10)Includes $88.4 million of net interest expense on corporate debt.

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(11)Included favorable net tax adjustments of $2.9 million related to prior periods, which had the impact of $0.01 per share in the quarter on a fully diluted basis and no effect on Corporate EBITDA.

(12)Includes a $14.9 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our domestic car rental operations and our combined U.S. and Canadian equipment rental operations.

(13)Includes a $9.8 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our domestic car rental operations and our combined U.S. and Canadian equipment rental operations.

(14)Includes interest expense of $16.3 million on the Intercompany note payable to Ford Holdings LLC (relating to the dividend declared and paid on June 10, 2005).

(15)Includes the reversal of a valuation allowance on foreign tax credit carryforwards of $35.0 million.

(16)The total combined fourth quarter of 2005 includes a $10.3 million decrease in depreciation expense related to a change in revenue earning equipment depreciation rates in our domestic car rental operations and our combined U.S. and Canadian equipment rental operations.

(17)Includes interest expense of $15.6 million on the Intercompany note payable to Ford Holdings LLC (relating to the dividend declared and paid on June 10, 2005) for the Predecessor period October 1, 2005 to December 20, 2005. The note was repaid on December 21, 2005.

(18)Includes a $31.3 million provision relating to the repatriation of foreign earnings and favorable foreign tax adjustments of $5.3 million relating to years prior to 2005.

Note 13—Financial Instruments

Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash equivalents, short term investments and trade receivables. We place our cash equivalents with a number of financial institutions and investment funds to limit the amount of credit exposure to any one financial institution. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising our customer base, and their dispersion across different businesses and geographic areas. As of December 31, 2006, we had no significant concentration of credit risk.

Cash and Equivalents and Restricted Cash

Fair value approximates cost indicated on the balance sheet at December 31, 2006 because of the short-term maturity of these instruments.

Debt

For borrowings with an initial maturity of 93 days or less, fair value approximates carrying value because of the short-term nature of these instruments. For all other debt, fair value is estimated based on quoted market rates as well as borrowing rates currently available to us for loans with similar terms and average maturities. The aggregate fair value of all debt at December 31, 2006 approximated $12.5 billion, compared to its aggregate carrying value of $12.4 billion. Since all debt was recorded at fair value on December 21, 2005 due to the Acquisition, the fair value approximated carrying value at December 31, 2005.

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Derivative Instruments and Hedging Activities

We utilize certain derivative instruments to enhance our ability to manage risk relating to cash flow and interest rate exposure. Derivative instruments are entered into for periods consistent with the related underlying exposures. We document all relationships between hedging instruments and hedged items, as well as our risk-management objectives and strategies for undertaking various hedge transactions.

Interest Rate Risk

From time to time, we enter into interest rate swap agreements to manage interest rate risk. Effective September 30, 2003, we entered into interest rate swap agreements relating to the issuance of our 4.7% notes due October 2, 2006. Effective June 3, 2004, we entered into interest rate swap agreements relating to the issuance of our 6.35% notes due June 15, 2010. Under these agreements, we paid interest at a variable rate in exchange for fixed rate receipts, effectively transforming these notes to floating rate obligations. As a result of the Acquisition, a significant portion of the underlying fixed rate debt was tendered, causing the interest rate swaps to be ineffective as of December 21, 2005. Consequently, any changes in the fair value of the interest rate swaps were recognized in the statement of operations. Between December 21, 2005 (the date the hedge accounting was discontinued) and December 31, 2005, the fair value adjustment related to these interest rate swaps was a gain of $2.7 million, which was recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. During January 2006, we assigned these interest rate swaps to a third party in return for cash. As a result of the assignment of these interest rate swaps, we recorded a gain of $1.0 million, which is reflected in our consolidated statement of operations in “Selling, general and administrative” expenses. See Note 12 to the Notes to our consolidated financial statements included in this Annual Report under caption “Item 8—Financial Statements and Supplementary Data.”

In connection with the Acquisition and the issuance of $3,550.0 million of floating rate U.S. Fleet Debt, HVF and Hertz entered into seven interest rate swap agreements, or the “HVF swaps,” effective December 21, 2005, which qualify as cash flow hedging instruments in accordance with SFAS 133. The HVF swaps were entered into for the purpose of locking in the interest cash outflows on the floating rate U.S. Fleet Debt. These agreements mature at various terms, in connection with the scheduled maturity of the associated debt obligations, through November 25, 2011. Under these agreements, HVF pays monthly interest at a fixed rate of 4.5% per annum in exchange for monthly amounts at one-month LIBOR, effectively transforming the floating rate U.S. Fleet Debt to fixed rate obligations. For the Successor period ended December 31, 2005, we recognized $1.0 million of interest expense in our consolidated statement of operations, which resulted from the inherent ineffectiveness associated with the HVF swaps, as these interest rate swaps were entered into at off-market rates. For the year ended December 31, 2006, we recorded a benefit of $1.0 million in our consolidated statement of operations associated with previously recognized ineffectiveness of the HVF Swaps. As of December 31, 2006, the fair value of HVF swaps was $50.6 million, which is reflected in our consolidated balance sheet in “Prepaid expenses and other assets.” Additionally, as of December 31, 2006, $3.5 million, net of $2.4 million of tax, was reflected in our consolidated balance sheet in “Accumulated other comprehensive income (loss).”

Also in connection with the issuance of $3,550.0 million of floating rate U.S. Fleet Debt, Hertz entered into seven differential interest rate swap agreements, or the “differential swaps.” These differential swaps were required to be put in place to protect the counterparties to the HVF swaps in the event of a default by HVF on the asset backed notes, which will cause a “rapid amortization” of the notes. In

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the event of a “rapid amortization period,” the differential is transferred to Hertz. There was no initial payment associated with these differential swaps and their notional amounts are and will continue to be zero unless 1) there is an amortization event, which causes the rapid amortization of the loan balance, 2) there is an increased probability that an amortization event will occur, which would cause the rapid amortization of the loan balance, or 3) the debt is prepaid. Given this and that the initial assessment of the probability of the occurrence of an amortization event is considered remote, the current fair value of the differential swaps is considered to be zero. Should any of the above events occur, then the differential swaps will have a fair value, which will result in the differential swaps being recorded at fair value on the balance sheet, with a corresponding amount affecting earnings, as there is no qualifying hedge relationship.

In connection with our Euro-denominated medium term notes that were not tendered to us in connection with the Acquisition, we entered into an interest rate swap agreement on December 21, 2005, effective January 16, 2006, maturing on July 16, 2007. The purpose of this interest rate swap is to lock in the interest cash outflows at a fixed rate of 4.1% on the variable rate Euro-denominated medium term notes. As the critical terms of the swap and remaining portion of the Euro-denominated medium term notes match, the swap qualifies for cash flow hedge accounting and the shortcut method of assessing effectiveness, in accordance with SFAS 133. Therefore, the fair value of the swap will be carried on the balance sheet, with offsetting gains or losses recorded in other comprehensive income. At December 31, 2006, the fair value of this swap was $0.1 million.

In May 2006, in connection with the forecasted issuance of the permanent take-out international asset-based facilities, HIL purchased two swaptions for €3.3 million, to protect itself from interest rate increases. These swaptions give HIL the right, but not the obligation, to enter into three year interest rate swaps, based on a total notional amount of €600 million at an interest rate of 4.155%. As of December 31, 2006, the fair value of the swaptions was €1.3 million (or $1.7 million), which is reflected in our consolidated balance sheet in “Prepaid expenses and other assets.” During the year ended December 31, 2006, the fair value adjustment related to these swaps was a loss of $2.6 million, which was recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. The swaptions were renewed in 2007 prior to their scheduled expiration date of March 15, 2007 and now expire on September 5, 2007. See Note 16—Subsequent Events.

Foreign Currency Risk

We manage our foreign currency risk primarily by incurring, to the extent practicable, operating and financing expenses in the local currency in the countries in which we operate, including making fleet and equipment purchases and borrowing for working capital needs. Also, we have purchased foreign exchange options to manage exposure to fluctuations in foreign exchange rates for selected marketing programs. At December 31, 2006, the total notional amount of these foreign exchange options was $9.7 million, maturing at various dates in 2007, and the fair value of all outstanding foreign exchange options, was approximately $0.3 million. The fair value of the foreign currency options were estimated using market prices provided by financial institutions. Gains and losses resulting from changes in the fair value of these options are included in our results of operations. The total notional amount included options to buy Euro in the amount of $5.9 million and sell yen and Canadian dollars in the amounts of $2.3 million and $1.5 million, respectively.

We also manage exposure to fluctuations in currency risk on intercompany loans we make to certain of our subsidiaries by entering into foreign currency forward contracts, or “forwards,” at the time of the loans. The forward rate is reflected in the intercompany loan rate to the subsidiaries, and as a result, the forwards have no material impact on our results of operations. At December 31, 2006, the total

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notional amount of these forwards was $252.7 million, maturing within one month. The total notional amount includes forwards to sell Canadian dollars and Euro in the notional amounts of $189.1 million and $63.7 million, respectively.

In connection with the Transactions, Hertz issued €225 million of unhedged Senior Euro Notes. Prior to October 1, 2006, our Senior Euro Notes were not designated as a net investment hedge of our Euro-denominated net investments in our foreign operations. For the nine months ended September 30, 2006, we incurred unrealized exchange transaction losses of $19.2 million resulting from the translation of these Euro-denominated notes into the U.S. dollar, which are recorded in our consolidated statement of operations in “Selling, general and administrative” expenses. On October 1, 2006, we designated our Senior Euro Notes as an effective net investment hedge of our Euro-denominated net investment in our foreign operations. As a result of this net investment hedge designation, as of December 31, 2006, $7.1 million of losses, which is net of tax of $4.6 million, attributable to the translation of our Senior Euro Notes into the U.S. dollar are recorded in our consolidated balance sheet in “Accumulated other comprehensive income (loss).”

Note 14—Related Party Transactions

Relationship with Ford

Prior to the Acquisition, we were an indirect, wholly owned subsidiary of Ford. We and certain of our subsidiaries had entered into contracts, or other transactions or relationships, with Ford or subsidiaries of Ford, the most significant of which are described below.

Car purchases/repurchases and advertising arrangements

Over the three years ended December 31, 2006, on a weighted average basis, approximately 41% of the cars acquired by us for our U.S. car rental fleet, and approximately 32% of the cars acquired by us for our international fleet, were manufactured by Ford and subsidiaries. During the year ended December 31, 2006, approximately 40% of the cars we acquired domestically were manufactured by Ford and subsidiaries and approximately 30% of the cars we acquired for our international fleet were manufactured by Ford and subsidiaries, which represented the largest percentage of any automobile manufacturer in that year.

On July 5, 2005, Hertz, one of its wholly owned subsidiaries and Ford signed a Master Supply and Advertising Agreement, effective July 5, 2005 and expiring August 31, 2010, that covers the 2005 through 2010 vehicle model years. This agreement replaces and supersedes previously existing joint advertising and vehicle supply agreements that would have expired August 31, 2007.

The terms of the Master Supply and Advertising Agreement only apply to our fleet requirements and advertising in the United States and to Ford, Lincoln or Mercury brand vehicles, or “Ford Vehicles.” Under the Master Supply and Advertising Agreement, Ford has agreed to supply to us and we have agreed to purchase from Ford, during each of the 2005 through 2010 vehicle model years, a specific number of Ford Vehicles. Ford has also agreed in the Master Supply and Advertising Agreement to pay us a contribution toward the cost of our advertising of Ford Vehicles equal to one-half of our total expenditure on such advertising, up to a specified maximum amount. To be eligible for advertising cost contribution under the Master Supply and Advertising Agreement, the advertising must meet certain conditions, including the condition that we feature Ford Vehicles in a manner and with a prominence that is reasonably satisfactory to Ford. It further provides that the amounts Ford will be obligated to pay to us for our advertising costs will be increased or reduced according to the number of Ford Vehicles acquired by us in any model year, provided Ford will not be required to pay any

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amount for our advertising costs for any year if the number of Ford Vehicles acquired by us in the corresponding model year is less than a specified minimum except to the extent that our failure to acquire the specified minimum number of Ford Vehicles is attributable to the availability of Ford Vehicles or Ford vehicle production is disrupted for reasons beyond the control of Ford. To the extent we acquire less than a specified minimum number of Ford Vehicles in any model year, we have agreed to pay Ford a specified amount per vehicle below the minimum.

The amounts contributed by Ford for the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 were (in millions of dollars) $42.7, $1.3, $42.4 and $38.1, respectively. The advertising contributions paid by Ford for the 2006 vehicle model year under the Master Supply and Advertising Agreement were more than the advertising contributions we received from Ford for the 2005 model year due to an increase in the number of Ford Vehicles acquired and an increase in the per car contribution. We expect that contributions in future years will be below levels for the 2006 model year based upon anticipated reductions in the number of Ford Vehicles to be acquired. We do not expect that the reductions in Ford’s advertising contributions will have a material adverse effect on our results of operations. We incurred net advertising expense for the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 of (in millions of dollars) $154.5, $5.0, $159.9 and $168.3, respectively.

Under the terms of the Master Supply and Advertising Agreement we will be able to enter into vehicle advertising and supply agreements with other automobile manufacturers in the United States and in other countries, and we intend to explore those opportunities. However, we cannot offer assurance that we will be able to obtain advertising contributions from other automobile manufacturers that will mitigate the reduction in Ford’s advertising contributions.

Ford subsidiaries and affiliates also supply other brands of cars, including Jaguar, Volvo, Mazda and Land Rover cars, to us in the United States under arrangements separate from the Master Supply and Advertising Agreement. In addition, Ford, its subsidiaries and affiliates are significant suppliers of cars to our international operations.

During the year ended December 31, 2006, the Successor period ended December 31, 2005, the Predecessor period ended December 20, 2005 and the year ended December 31, 2004, we purchased cars from Ford and its subsidiaries at a cost of approximately (in billions of dollars) $4.1, $0.1, $4.7 and $4.4, respectively, and sold cars to Ford and its subsidiaries under various repurchase programs for approximately (in billions of dollars) $3.1, $0.1, $3.5 and $3.3, respectively.

Stock option plan

Certain employees of ours participate in the stock option plan of Ford under Ford’s 1998 Long-Term Incentive Plan. As a result of the Acquisition, all outstanding options became vested. See Note 1—Summary of Significant Accounting Policies.

Taxes

Prior to the Acquisition, Hertz and its domestic subsidiaries filed a consolidated federal income tax return with Ford. Pursuant to a tax sharing agreement, or the “Agreement,” with Ford, current and deferred taxes were reported, and paid to Ford, as if Hertz had filed its own consolidated tax returns with its domestic subsidiaries. The Agreement provided that Hertz was reimbursed for foreign tax credits in accordance with the utilization of those credits by the Ford consolidated tax group.

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On December 21, 2005, in connection with the Acquisition, the Agreement with Ford was terminated. Upon termination, all tax payables and receivables with Ford were cancelled and neither Hertz nor Ford has any future rights or obligations under the Agreement. Hertz may be exposed to tax liabilities attributable to periods it was a consolidated subsidiary of Ford. While Ford has agreed to indemnify Hertz for certain tax liabilities pursuant to the arrangements relating to our separation from Ford, we cannot offer assurance that payments in respect of the indemnification agreement will be available.

Other relationships and transactions

We and Ford also engage in other transactions in the ordinary course of our respective businesses. These transactions include providing equipment rental services to Ford, our providing insurance and insurance claim management services to Ford and our providing car rental services to Ford. In addition, Ford subsidiaries are our car rental licensees in Scandinavia and Finland.

Relationship with Hertz Investors, Inc. and the Sponsors

Stockholders Agreement

In connection with the Acquisition, we entered into a stockholders agreement, or the “Stockholders Agreement,” with investment funds associated with or designated by the Sponsors. The Stockholders Agreement contains agreements that entitle investment funds associated with or designated by the Sponsors to nominate all of our directors. The director nominees are to include three nominees of an investment fund associated with CD&R (one of whom shall serve as the chairman), two nominees of investment funds associated with Carlyle, two nominees of an investment fund associated with MLGPE and three independent directors, subject to adjustment in the case that the applicable investment fund sells more than a specified amount of its shareholdings in us. Upon completion of the initial public offering of our common stock, the Stockholders Agreement was amended and restated among other things, to reflect an agreement of the Sponsors to increase the size of our Board. Each Sponsor will continue to have the right with respect to director nominees described above, but up to an additional three independent directors may also be nominated, subject to unanimous consent of the directors (other than the independent directors) nominated by the investment funds associated with or designated by the Sponsors. In addition, the Stockholders Agreement, as amended, provides that one of the nominees of an investment fund associated with CD&R shall serve as the chairman of the executive and governance committee and, unless otherwise agreed by this fund, as Chairman of the Board. On October 12, 2006, our Board elected four independent directors, effective from completion of the initial public offering of our common stock.

The Stockholders Agreement also granted to the investment funds associated with or designated by the Sponsors special governance rights, including rights of approval over our budget, certain business combination transactions, the incurrence of additional material indebtedness, amendments to our certificate of incorporation and certain other transactions and grants to investment funds associated with CD&R or to the majority of directors nominated by the Sponsors the right to remove Hertz’s chief executive officer. Any replacement chief executive officer requires the consent of investment funds associated with CD&R as well as investment funds associated with at least one other Sponsor. The rights described above apply only for so long as the investment funds associated with the applicable Sponsor maintain certain specified minimum levels of shareholdings in us. The Stockholders Agreement also gives investment funds associated with the Sponsors preemptive rights with respect to certain issuances of our equity securities, including Hertz, subject to certain exceptions. It also contains restrictions on the transfer of our shares, as well as tag-along and drag along rights and rights of first offer. Upon the completion of the initial public offering of our common stock, this agreement was amended and restated to remove these rights of approval (other than the

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approval and retention rights relating to our chief executive officer) and preemptive rights and to retain tag-along and drag-along rights, and restrictions on transfers of our shares, in certain circumstances.

In addition, the Stockholders Agreement limits the rights of the investment funds associated with or designated by the Sponsors that have invested in our common stock and our affiliates, subject to several exceptions, to own, manage, operate or control any of our competitors (as defined in the Stockholders Agreement). The Stockholders Agreement may be amended from time to time in the future to eliminate or modify these restrictions without our consent.

Registration Rights Agreement

On the Closing Date, we entered into a registration rights agreement, or the “Registration Rights Agreement,” with investment funds associated with or designated by the Sponsors. The Registration Rights Agreement grants to certain of these investment funds the right, following the earlier of the initial public offering of our common stock and the eighth anniversary of the Closing Date, to cause us, at our own expense, to use our best efforts to register such securities held by the investment funds for public resale, subject to certain limitations. The exercise of this right was limited to three requests by the group of investment funds associated with each Sponsor, except for registrations effected pursuant to Form S-3, which are unlimited, subject to certain limitations, if we are eligible to use Form S-3. In the event we register any of our common stock following our initial public offering, these investment funds also have the right to require us to use our best efforts to include shares of our common stock held by them, subject to certain limitations, including as determined by the underwriters. The Registration Rights Agreement also provides for us to indemnify the investment funds party to that agreement and their affiliates in connection with the registration of our securities.

Consulting agreements

Sponsor Consulting Agreements

On the Closing Date, we entered into consulting agreements, or the “Consulting Agreements,” with Hertz and each of the Sponsors (or one of their affiliates), pursuant to which such Sponsor or its affiliate agreed to provide us and our subsidiaries with financial advisory and management consulting services. Pursuant to the Consulting Agreements, we or our affiliates agreed to pay to each of the three Sponsors or its affiliate an annual fee of $1 million for such services, plus expenses, unless the Sponsors unanimously agreed to a higher amount. If an individual designated by CD&R, serves as both Chairman of our board of directors and Chief Executive Officer for any quarter, we agreed to pay CD&R an additional fee of $500,000 for that quarter. The Sponsor or its affiliate under each Consulting Agreement also agreed to provide us and our subsidiaries with financial, investment banking, management advisory and other agreed upon services with respect to proposed transactions, including any proposed acquisition, merger, full or partial recapitalization, reorganization of our structure or shareholdings, or sales of assets or equity interests. In connection with such transactional services, each Consulting Agreement provided that we would pay a fee (together with expenses) to be based on a percentage of the transaction value, as defined in the agreements. No transactional services fees were paid under the Consulting Agreements in connection with the initial public offering, and none were paid in connection with the Hertz Holdings Loan Facility. Each Consulting Agreement provided for termination upon the first to occur of (i) the consummation of an initial public offering by Hertz Holdings, if a majority of the Sponsor-designated directors have requested the termination of all Consulting Agreements, (ii) December 21, 2015, (iii) the date the applicable Sponsor and its affiliates cease to own at least 25% of the Hertz Holdings common stock it held on the Closing Date, and (iv) upon notice by the applicable Sponsor or its affiliate. We reevaluated our need for the Consulting Agreements in connection with the initial public offering. In connection with this reevaluation, we

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determined it would be in our best interest to terminate the Consulting Agreements following the consummation of our initial public offering, and the Sponsors agreed to terminate these agreements at that time for a fee of $5 million ($15 million in the aggregate) which is recorded in our consolidated statement of operations in “Selling, general and administrative” expenses.

Other Consulting Arrangements

On September 29, 2006, Hertz entered into an agreement with Tenzing Consulting LLC, a management consulting firm in which Thomas McLeod, who is the brother-in-law of our director David H. Wasserman, is a principal. Under the arrangement, which has now been fully performed, Tenzing Consulting LLC provided supply chain management and corporate purchasing management consulting. In exchange for these services, Tenzing Consulting LLC received fees of $25,000 per week, plus reimbursement of out-of-pocket expenses. For the year ended December 31, 2006, the total amount of such fees and expenses paid to Tenzing Consulting LLC under this agreement was approximately $0.2 million.

Guarantees

Hertz’s obligations under the Senior Term Facility and Senior ABL Facility are guaranteed by Hertz’s immediate parent, Hertz Investors, Inc. (previously known as CCMG Corporation.) Hertz Holdings is not a guarantor of these facilities. See Note 3—Debt.

Indemnification agreements

On the Closing Date, Hertz entered into customary indemnification agreements with Hertz Holdings, the Sponsors and Hertz Holdings stockholders affiliated with the Sponsors, pursuant to which Hertz Holdings and Hertz will indemnify the Sponsors, the Hertz Holdings stockholders affiliated with the Sponsors and their respective affiliates, directors, officers, partners, members, employees, agents, representatives and controlling persons, against certain liabilities arising out of the performance of a consulting agreement with Hertz Holdings and each of the Sponsors and certain other claims and liabilities, including liabilities arising out of financing arrangements or securities offerings. We have not recorded any liability because these liabilities are considered to be de minimis.

Hertz Holdings has entered into indemnification agreements with each of its directors. The indemnification agreements provide the directors with contractual rights to the indemnification and expense advancement rights provided under our by-laws, as well as contractual rights to additional indemnification as provided in the indemnification agreements.

Director Stock Incentive Plan

On October 12, 2006, the Board of Directors of Hertz Holdings approved a Director Stock Incentive Plan. The stockholders of Hertz Holdings approved the Director Stock Incentive Plan on October 20, 2006. The Director Stock Incentive Plan provides for the grant of shares of common stock of Hertz Holdings, options to purchase shares of common stock of Hertz Holdings and “phantom shares,” which are the right to receive shares of common stock of Hertz Holdings at a specified point in the future. A maximum of 3,500,000 shares are reserved for issuance under the Director Stock Incentive Plan.

Options granted under the Director Stock Incentive Plan must be granted at an exercise price no less than fair market value of such shares on the date of grant. Options granted as part of a director’s annual retainer fee will be fully vested at the time of grant and will generally have a 10-year term.

A director may generally elect to receive all or a portion of fees that would otherwise be payable in cash in the form of shares of common stock of Hertz Holdings having a fair market value at such time

156

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

equal to the amount of such fees. Any such shares will be paid to the director when cash fees would otherwise be payable, although, if a director so chooses, these shares may be payable on a tax-deferred basis in phantom shares, in which case the actual shares of the common stock of Hertz Holdings will be paid to the director promptly following the date on which he or she ceases to serve as a director (or, if earlier, upon a change in control).

A director will recognize ordinary income upon exercising options granted under the Director Stock Incentive Plan in an amount equal to the fair market value of the shares acquired on the date of exercise, less the exercise price, and Hertz Holdings will have a corresponding tax deduction at that time. In the case of shares issued in lieu of cash fees, a director who is an individual will generally recognize ordinary income equal to the fair market value of such shares on the date such shares are paid to the director and Hertz Holdings will have a corresponding tax deduction at that time.

Other

In connection with the Acquisition, Hertz paid a fee of $25 million to each Sponsor and reimbursed certain expenses of the Sponsors and their affiliates. Of this amount, $35 million has been recorded as deferred finance charges and $40 million has been recorded as direct costs of the Acquisition. In addition, an affiliate of one of the Sponsors was engaged to provide advisory services to the Sponsors and was paid a fee of $5 million. This affiliate is in the business of providing such services and was engaged by the Sponsors in an arm’s-length transaction.

Financing Arrangements with Related Parties

Affiliates of ML Global Private Equity, L.P. and its related funds, which are stockholders of Hertz Holdings, and of Merrill Lynch & Co., one of the underwriters in the initial public offering of our common stock, were lenders under the Hertz Holdings Loan Facility; are lenders under the original and amended Senior Term Facility, the original and amended Senior ABL Facility and the Fleet Financing Facility; acted as initial purchasers with respect to the offerings of the Senior Notes and the Senior Subordinated Notes; acted as structuring advisors and agents under Hertz’s asset-backed facilities; and acted as dealer managers and solicitation agents for Hertz’s tender offers for its existing debt securities in connection with the Acquisition. See Note 3—Debt.

Other Sponsor Relationships

In connection with our car and equipment rental businesses, we enter into millions of rental transactions every year involving millions of customers. In order to conduct those businesses, we also procure goods and services from thousands of vendors.  Some of those customers and vendors may be affiliated with the Sponsors or members of our Board of Directors. We believe that all such rental and procurement transactions have been conducted on an arms-length basis and involved terms no less favorable to us than those that we believe we would have obtained in the absence of such affiliation. It is our management’s practice to bring to the attention of our Board of Directors any transaction, even if it arises in the ordinary course of business, in which our management believes that the terms being sought by transaction participants affiliated with the Sponsors or our Directors would be less favorable to us than those to which we would agree absent such affiliation.

Note 15—Earnings (Loss) Per Share

As a result of the Acquisition, our capital structure initially consisted of 229,500,000 shares of common stock outstanding. Earnings per share for the Predecessor period ended December 20, 2005 and the year ended December 31, 2004 reflect our initial post-Acquisition capital structure on a consistent basis. See Note 1—Summary of Significant Accounting Policies—Background and Change in

157

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Ownership—Initial Public Offering and Note 6—Hertz Holdings Stock Incentive Plan for a discussion of subsequent capital structure changes. Basic earnings per share have been computed based upon the weighted average number of common shares outstanding. Dilutive earnings per share have been computed based upon the weighted average number of common shares outstanding plus the effect of all potentially dilutive common stock equivalents.

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands of dollars, except per share amounts):

	Successor							Predecessor
				For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005			Year ended December 31, 2004
Basic and diluted earnings (loss) per share:
Numerator:
Net income (loss)		$	115,943		$	(21,346	)		$	371,323		$	365,471
Denominator:
Weighted average shares used in basic and diluted computation		242,460			229,500				229,500			229,500
Add: Dilutive impact of stock options		894			—				—			—
Weighted average shares used in dilutive computation		243,354			229,500				229,500			229,500
Earnings (loss) per share, basic		$	0.48		$	(0.09	)		$	1.62		$	1.59
Earnings (loss) per share, diluted		$	0.48		$	(0.09	)		$	1.62		$	1.59

Diluted earnings per share computations for the year ended December 31, 2006 excluded the weighted-average impact of the assumed exercise of 11,520 shares issuable under stock option plans because such impact would be antidilutive.

Note 16—Subsequent Events

Restructuring

As part of our effort to implement our strategy of reducing operating costs, we are evaluating our workforce and operations and making adjustments, including headcount reductions and process improvements to optimize work flow at rental locations and maintenance facilities as well as streamlining our back-office operations, that we believe are necessary and appropriate. When we make adjustments to our workforce and operations, we may incur incremental expenses that delay the benefit of a more efficient workforce and operating structure, but we believe that increasing our operating efficiency and reducing the costs associated with the operation of our business are important to our long-term competitiveness.

On January 5, 2007, we announced the first in a series of initiatives to further improve our competitiveness through targeted job reductions affecting approximately 200 employees primarily at our corporate headquarters in Park Ridge, New Jersey and our U.S. service center in Oklahoma City. We expect to incur an estimated $3.3 million to $3.8 million restructuring charge in the first quarter of 2007 for severance and related costs arising from these reductions.

On February 28, 2007, we announced the second initiative to further improve our competitiveness and industry leadership through targeted job reductions affecting approximately 1,350 employees

158

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

primarily in our U.S. car rental operations, with much smaller reductions occurring in U.S. equipment rental operations, the corporate headquarters in Park Ridge, New Jersey, and the U.S. service center in Oklahoma City, as well as in Canada, Puerto Rico, Brazil, Australia and New Zealand. We expect to incur an estimated $9.0 million to $11.0 million restructuring charge in the first quarter of 2007 for severance and related costs arising from these reductions.

Further cost reduction initiatives are in process. We currently anticipate incurring future charges to earnings in connection with those initiatives; however, we have not yet developed detailed estimates of these expenses.

Exchange Offers

On January 12, 2007, Hertz completed exchange offers for the outstanding Senior Notes and Senior Subordinated Notes whereby over 99% of the outstanding notes were exchanged for a like principal amount of new notes with identical terms that were registered under the Securities Act of 1933 pursuant to a registration statement on Form S-4.

Amendments to the Senior Term Facility and the Senior ABL Facility

On February 9, 2007, Hertz entered into an amendment to its Senior Term Facility. The amendment was entered into for the purpose of (i) lowering the interest rate on the Senior Term Facility by 50 basis points from the interest rate previously in effect, and revising financial ratio requirements for specific interest rate levels; (ii) eliminating certain mandatory prepayment requirements; (iii) increasing the amounts of certain other types of indebtedness that Hertz and its subsidiaries may incur outside of the Senior Term Facility; (iv) permitting certain additional asset dispositions and sale and leaseback transactions; and (v) effecting certain technical and administrative changes to the Senior Term Facility.

On February 15, 2007, Hertz, Hertz Equipment Rental Corporation and certain other subsidiaries entered into an amendment to their Senior ABL Facility. The amendment was entered into for the purpose of (i) lowering the interest rate on the Senior ABL Facility by 25 basis points from the interest rate previously in effect, and revising financial ratio requirements for specific interest rate levels; (ii) increasing the availability under the Senior ABL Facility from $1,600 million to $1,800 million; (iii) extending the term of the commitments under the Senior ABL Facility to February 15, 2012; (iv) increasing the amounts of certain other types of indebtedness that the borrowers and their subsidiaries may incur outside of the Senior ABL Facility; (iv) permitting certain additional asset dispositions and sale and leaseback transactions; and (v) effecting certain technical and administrative changes to the Senior ABL Facility.

Amendments to certain of the agreements relating to the International Fleet Debt Facilities

On March 21, 2007, certain of the agreements relating to the International Fleet Debt Facilities were amended and restated for the purpose of (i) extending the dates when margins on the facilities are scheduled to step up, subject to satisfaction of interim goals pertaining to the execution of agreements with automobile manufacturers and dealers that are required in connection with the planned securitization of the international car rental fleet and the take-out of the Tranche A1 and Tranche A2 loans; (ii) subject to certain conditions, permitting the financing of value-added tax receivables under the facilities; and (iii) effecting certain technical and administrative changes to the terms of the facilities.

HIL Swaption Extension and Payment

On February 8, 2007, the €600 million HIL swaptions that were to expire on March 15, 2007 were extended at a cost of €1.8 million. The HIL swaptions now expire on September 5, 2007.

159

SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY BALANCE SHEETS
(In Thousands of Dollars)

	December 31, 2006			December 31, 2005
ASSETS
Cash and equivalents		$	2,718		$	—
Receivables		31			—
Deferred taxes on income		15,732			—
Investments in subsidiaries		2,518,453			2,266,182
Total assets		$	2,536,934		$	2,266,182
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable		$	1,076		$	—
Accrued liabilities		1,296			—
Total Liabilities		2,372			—
Stockholders’ equity:
Common stock, $0.01 par value, 2,000,000,000 shares authorized, 320,618,692 and 229,500,000 shares issued		3,206			2,295
Additional capital paid-in		2,427,293			2,292,705
Retained earnings (deficit)		9,535			(21,346		)
Accumulated other comprehensive income (loss)		94,528			(7,472		)
Total stockholders’ equity		2,534,562			2,266,182
Total liabilities and stockholders’ equity		$	2,536,934		$	2,266,182

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

160

HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF OPERATIONS
(In Thousands of Dollars)

	Year ended December 31, 2006				For the period from December 21, 2005 to December 31, 2005
Revenues		$	—			$	—
Expenses:
Selling, general and administrative		92				—
Interest, net of interest income of $250 and $0		39,986				—
Total Expenses		40,078				—
Other income (loss)		15,471				—
Loss before income taxes		(24,607		)		—
Benefit for taxes on income		15,732				—
Equity earnings (losses) of subsidiaries, net of tax		140,289				(21,346		)
Net income (loss)		$	131,414			$	(21,346	)

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

161

HERTZ GLOBAL HOLDINGS, INC.
PARENT COMPANY STATEMENTS OF STOCKHOLDERS’ EQUITY
(In Thousands of Dollars, except share data)

	Number of Shares	Common Stock			Additional Capital Paid-In			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity
Balance at:
DECEMBER 21, 2005	—		$	—	$	—		$	—			$	—		$	—
Sale of common stock	229,500,000		2,295		2,292,705										2,295,000
Net loss								(21,346		)					(21,346		)
Total comprehensive loss of subsidiary												(7,472		)	(7,472		)
Total Comprehensive Loss															(28,818		)
DECEMBER 31, 2005	229,500,000		2,295		2,292,705			(21,346		)		(7,472		)	2,266,182
Net income								131,414							131,414
Reduction in subsidiary equity for dividends received								(15,471		)					(15,471		)
Total comprehensive income of subsidiary												102,000			102,000
Total Comprehensive Income															217,943
Sale of common stock in initial public offering	88,235,000		882		1,259,384										1,260,266
Cash dividends ($4.32 and $1.12 per common share)					(1,174,456		)	(85,062		)					(1,259,518		)
Stock-based employee compensation					25,452										25,452
Sale of stock under employee equity offering	2,883,692		29		24,208										24,237
DECEMBER 31, 2006	320,618,692		$	3,206	$	2,427,293		$	9,535			$	94,528		$	2,534,562

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

162

HERTZ GLOBAL HOLDINGS, INC.

PARENT COMPANY STATEMENTS OF CASH FLOWS

(In Thousands of Dollars)

	Year ended December 31, 2006				For the period from December 21, 2005 to December 31, 2005
Cash flows from operating activities:
Net income (loss)		$	131,414			$	(21,346	)
Non-cash expenses:
Amortization of deferred financing costs		505				—
Amortization of debt discount		5,000				—
Deferred taxes on income		(15,732		)		—
Changes in assets and liabilities:
Receivables		(31		)		—
Accounts payable		1,076				—
Accrued liabilities		1,296				—
Equity (earnings) losses of subsidiaries, net of tax		(140,289		)		21,346
Net cash flows used in operating activities		(16,761		)		—
Cash flows from investing activities:
Investment in and advances to consolidated subsidiaries		(15,472		)		(2,295,000		)
Dividends from subsidiary		15,471				—
Net cash used in investing activities		(1		)		(2,295,000		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,000,000				—
Repayment of long-term debt		(1,000,000		)		—
Payment of financing costs		(5,505		)		—
Proceeds from the sale of common stock		1,284,503				2,295,000
Dividends paid		(1,259,518		)		—
Net cash provided by financing activities		19,480				2,295,000
Effect of foreign exchange rate changes on cash and equivalents		—				—
Net increase in cash and equivalents during the period		2,718				—
Cash and equivalents at beginning of period		—				—
Cash and equivalents at end of period		$	2,718			$	—
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest (net of amounts capitalized)		$	34,482			$	—
Income taxes		—				—

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

163

HERTZ GLOBAL HOLDINGS, INC.
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS

Note 1—Background and Basis of Presentation

Hertz Global Holdings, Inc., or “Hertz Holdings,” is the top-level holding company that conducts substantially all of its business operations through its indirect subsidiaries. Hertz Holdings was incorporated in Delaware on August 31, 2005 in anticipation of the December 21, 2005 acquisition by its subsidiary, Hertz Investors, Inc., of the Hertz Corporation. Hertz Holdings had no operations prior to December 21, 2005, and accordingly, its results of operations and cash flows have only been presented for the post-acquisition 11-day period ended December 31, 2005 and the year ended December 31, 2006.

There are significant restrictions over the ability of Hertz Holdings to obtain funds from its indirect subsidiaries through dividends, loans or advances. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, the investments of Hertz Holdings in its consolidated subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with the consolidated financial statements of Hertz Holdings included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Note 2—Debt

On June 30, 2006, Hertz Holdings entered into a loan facility with Deutsche Bank, AG, New York Branch, Lehman Commercial Paper Inc., Merrill Lynch Capital Corporation, Goldman Sachs Credit Partners L.P., JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. or affiliates thereof, providing for a loan of $1.0 billion, or the “Hertz Holdings Loan Facility,” for the purpose of paying a special cash dividend to the holders of record of its common stock immediately prior to the initial public offering and paying fees and expenses related to the facility. The Hertz Holdings Loan Facility was repaid in full with the proceeds of our initial public offering, and the restrictive covenants contained therein were terminated. As of December 31, 2006, Hertz Holdings had no direct outstanding debt obligations, but its indirect subsidiaries did. For a discussion of the debt obligations of the indirect subsidiaries of Hertz Holdings, see Note 3 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Note 3—Commitments and Contingencies

Hertz Holdings has no direct commitments and contingencies, but its indirect subsidiaries do. For a discussion of the commitments and contingencies of the indirect subsidiaries of Hertz Holdings, see Note 9 to the Notes to our consolidated financial statements included in this Annual Report under the caption “Item 8—Financial Statements and Supplementary Data.”

Note 4—Dividends

Cash dividends received by the Company from its subsidiaries during 2006 were $15.5 million.

164

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

(In Thousands of Dollars)

	Balance at				Additions
	Beginning of Period				Charged to Expense			Translation Adjustments				Deductions				Balance at End of Period
Allowance for doubtful accounts:
Successor
Year ended December 31, 2006		$	460			$	17,132		$	401			$	16,004	(b)		$	1,989
For the period from December 21, 2005 to December 31, 2005		$	—	(a)		$	462		$	(10	)		$	(8	)(b)		$	460
Predecessor
For the period from January 1, 2005 to December 20, 2005		$	30,447			$	11,447		$	(1,202	)		$	22,529	(b)		$	18,163
Year ended December 31, 2004		$	35,758			$	14,133		$	1,123			$	20,567	(b)		$	30,447

(a)The underlying accounts receivable were revalued at their estimated net realizable value as of the date of the Acquisition. Accordingly, the allowance for doubtful accounts was valued at zero.

(b)Amounts written off, net of recoveries.

165

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

An evaluation of the effectiveness of our disclosure controls and procedures was performed under the supervision of, and with the participation of, management, including our Chief Executive Officer and Chief Financial Officer, as of the end of the period covered by this report. Based upon this evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. We are not, however, an accelerated filer and are therefore not yet required to report on our assessment of our internal control over financial reporting under Rule 13a-15(f). Our internal control over financial reporting is a process designed 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006. The assessment was based on criteria established in the framework Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2006. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has issued an attestation report on management’s assessment of internal control over financial reporting. Their report is included herein.

Changes in Internal Control Over Financial Reporting

No changes in our internal control over financial reporting occurred during the fiscal quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None.

166

PART III

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information related to our directors is set forth under the caption “Election of Directors” of our proxy statement, or the “2007 Proxy Statement,” for our annual meeting of stockholders scheduled for May 17, 2007. Such information is incorporated herein by reference.

Information relating to our Executive Officers is included in Part I of this Annual Report under the caption “Executive Officers of the Registrant.”

Information relating to compliance with Section 16(a) of the Exchange Act is set forth under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

Information relating to the Audit Committee and Board of Directors determinations concerning whether a member of the Audit Committee is a “financial expert” as that term is defined under Item 407(d)(5) of Regulation S-K is set forth under the caption “Corporate Governance and General Information Concerning the Board of Directors and its Committees,” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

Information related to our code of ethics is set forth under the caption “Code of Ethics of Hertz Global Holdings, Inc.” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

ITEM 11.EXECUTIVE COMPENSATION

Information relating to this item is set forth under the captions “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to this item is set forth in this Annual Report under the caption “Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity, Securities—Equity Compensation Plan Information” and under the caption “Security Ownership of Certain Beneficial Owners, Directors and Officers” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information relating to this item is set forth under the captions “Certain Relationships and Related Party Transactions” and “Corporate Governance and General Information Concerning the Board of Directors and its Committees” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

Information relating to this item is set forth under the captions “Independent Registered Public Accounting Firm fees” of our 2007 Proxy Statement. Such information is incorporated herein by reference.

167

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this report:

			Page
(a)	1.	Financial Statements:
		Our financial statements filed herewith are set forth in Part II, Item 8 of this Annual Report as follows:
		Hertz Global Holdings, Inc. and Subsidiaries—
		Report of Independent Registered Public Accounting Firm	100
		Consolidated Balance Sheets	102
		Consolidated Statements of Operations	103
		Consolidated Statements of Stockholders’ Equity	104
		Consolidated Statements of Cash Flows	105
		Notes to Consolidated Financial Statements	107
	2.	Financial Statement Schedules:
		Our financial statement schedules filed herewith are set forth in Part II, Item 8 of this Annual Report as follows:
		Hertz Global Holdings, Inc. and Subsidiaries—
		Schedule I—Condensed Financial Information of Registrant	160
		Schedule II—Valuation and Qualifying Accounts	165
	3.	Exhibits:

Exhibit Number	Description
2.1	Stock Purchase Agreement, dated as of September 12, 2005, among CCMG Holdings, Inc., Ford Holdings LLC and Ford Motor Company (Incorporated by reference to Exhibit 2 to the Quarterly Report on Form 10-Q of Ford Motor Company, as filed on November 7, 2005.)
3.1	Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc.
3.2	Amended and Restated By-Laws of Hertz Global Holdings, Inc.
4.1.1	Indenture, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014**
4.1.2	Merger Supplemental Indenture, dated as of December 21, 2005, by and between The Hertz Corporation and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014**
4.1.3	Supplemental Indenture in Respect of Subsidiary Guarantee, dated as of December 21, 2005, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014**

168

4.1.4	Third Supplemental Indenture, dated as of July 7, 2006, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.2.1	Indenture, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the 10.5% Senior Subordinated Notes due 2016**
4.2.2	Merger Supplemental Indenture, dated as of December 21, 2005, by and between The Hertz Corporation and Wells Fargo Bank, National Association, as Trustee, relating to the 10.5% Senior Subordinated Notes due 2016**
4.2.3	Supplemental Indenture in Respect of Subsidiary Guarantee, dated as of December 21, 2005, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 10.5% Senior Subordinated Notes due 2016**
4.2.4	Third Supplemental Indenture, dated as of July 7, 2006, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 10.5% Senior Subordinated Notes due 2016 (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.3.1	Exchange and Registration Rights Agreement, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, Deutsche Bank Securities Inc. and the other financial institutions named therein, relating to the 8.875% Senior Notes due 2014 and the 7.875% Senior Notes due 2014**
4.3.2	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of The Hertz Corporation relating to the 8.875% Senior Notes due 2014 and the 7.875% Senior Notes due 2014**
4.3.3	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of the Subsidiary Guarantors named therein, relating to the 8.875% Senior Notes due 2014 and the 7.875% Senior Notes due 2014**
4.4.1	Exchange and Registration Rights Agreement, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, Deutsche Bank Securities Inc. and the other financial institutions named therein, relating to the 10.5% Senior Subordinated Notes due 2016**
4.4.2	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of The Hertz Corporation, relating to the 10.5% Senior Subordinated Notes due 2016**
4.4.3	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of the Subsidiary Guarantors named therein, relating to the 10.5% Senior Subordinated Notes due 2016**

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4.5.1	Senior Bridge Facilities Agreement, dated as of December 21, 2005, by and between Hertz International, Ltd., certain of its subsidiaries, Hertz Europe Limited, as Coordinator, BNP Paribas and The Royal Bank of Scotland plc, as Mandated Lead Arrangers, Calyon, as Co-Arranger, BNP Paribas, The Royal Bank of Scotland plc, and Calyon, as Joint Bookrunners, BNP Paribas, as Facility Agent, BNP Paribas, as Security Agent, BNP Paribas, as Global Coordinator, and the financial institutions named therein**
4.5.2	Intercreditor Deed, dated as of December 21, 2005, by and between Hertz International, Ltd., as Parent, Hertz Europe Limited, as Coordinator, certain of its subsidiaries, BNP Paribas as A/C Facility Agent and NZ Facility Agent, BNP Paribas as Security Agent, Banco BNP Paribas Brasil S.A., as Brazilian Facility Agent, BNP Paribas, as Australian Security Trustee, the financial institutions named therein, and The Hertz Corporation**
4.5.3	Australian Purchaser Charge (Project H)—Unlimited, dated as of December 21, 2005, by and between Hertz Australia Pty Limited and HA Funding Pty Limited**
4.5.4	Australian Purchaser Charge (Project H)—South Australia, dated as of December 21, 2005, by and between Hertz Australia Pty Limited and HA Funding Pty Limited**
4.5.5	Australian Purchaser Charge (Project H)—Queensland, dated as of December 21, 2005, by and between Hertz Australia Pty Limited and HA Funding Pty Limited**
4.5.6	Australian Share Mortgage of Purchaser Shares (Project H), dated as of December 21, 2005, by and between Hertz Investment (Holdings) Pty Limited and HA Funding Pty Limited**
4.5.7	Australian Issuer Charge (Project H), dated as of December 21, 2005, by and between Hertz Note Issuer Pty Limited and HA Funding Pty Limited**
4.5.8	Australian Borrower Charge (Project H), dated as of December 20, 2005, by and between HA Funding Pty Limited and the BNP Paribas**
4.5.9	Australian Security Trust Deed (Project H), dated as of December 21, 2005, between HA Funding Pty Limited and BNP Paribas**
4.5.10	Business Pledge Agreement, dated as of December 21, 2005, by and between Hertz Belgium N.V., as Pledgor, and BNP Paribas S.A., as Pledgee (English language version)**
4.5.11	Receivables and Bank Account Pledge Agreement, dated as of December 21, 2005, by and between Hertz Belgium NV as Pledgor, and BNP Paribas, as Pledgee**
4.5.12	Share Pledge Agreement, dated as of December 21, 2005, by and between Hertz Holdings Netherlands B.V., as Pledgor, and BNP Paribas, as Pledgee**
4.5.13	Security Agreement, dated as of December 21, 2005, by and between Hertz Canada Limited, as Obligor, and BNP Paribas (Canada), as Security Agent**
4.5.14.1	Deed of Hypothec, dated as of December 21, 2005, by and between Hertz Canada Limited and BNP Paribas (Canada), and related Bond and Bond Pledge Agreement**
4.5.14.2	Bond Pledge Agreement, dated as of December 21, 2005, by and between Hertz Canada Limited, as Pledgor, and BNP Paribas (Canada), as Security Agent**
4.5.15	Security Agreement, dated as of December 21, 2005, by and between 1677932 Ontario Limited, as Obligor, and BNP Paribas (Canada), as Security Agent**
4.5.16	Security Agreement, dated as of December 21, 2005, by and between CMGC Canada Acquisition ULC, as Obligor, and BNP Paribas (Canada), as Security Agent**

170

4.5.17	Pledge of a Business as a Going Concern (Acte de Nantissement de Fonds de Commerce), dated as of December 21, 2005, by and between Hertz France, as Pledgor, and BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.18	Bank Account Pledge Agreement (Acte de Nantissement de Solde de Compte Bancaire), dated as of December 21, 2005, by and between Hertz France, as Pledgor, and BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.19	Share Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Hertz France, as Pledgor, BNP Paribas, as Security Agent, Hertz Equipement France, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.20	Pledge of a Business as a Going Concern (Acte de Nantissement de Fonds de Commerce), dated as of December 21, 2005, by and between Hertz Equipement France, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.21	Bank Account Pledge Agreement (Acte de Nantissement de Solde de Compte Bancaire), dated as of December 21, 2005, by and between Hertz Equipement France, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.22	Master Agreement For Assignment of Receivables (Contrat Cadre de Cession de Creances Professionnelles a Titre de Garantie), dated as of December 21, 2005, by and between Hertz Equipement France, as Assignor, BNP Paribas, as Security Agent, and the assignees described therein**
4.5.23	Pledge of a Business as a Going Concern (Acte de Nantissement de Fonds de Commerce), dated as of December 21, 2005, by and between Equipole Finance Services, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.24	Master Agreement for Assignment of Receivables (Contrat Cadre de Cession de Creances Professionnelles a Titre de Garantie), dated as of December 21, 2005, by and between Equipole Finance Services, as Assignor, BNP Paribas, as Security Agent, and the assignees described therein**
4.5.25	Bank Account Pledge Agreement (Acte de Nantissement de Solde de Compte Bancaire), dated as of December 21, 2005, by and between Equipole Finance Services, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.26	Shares Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Equipole, as Pledgor, BNP Paribas, as Security Agent, Equipole Finance Services, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.27	Share Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Equipole, as Pledgor, BNP Paribas, as Security Agent, Hertz France, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**

171

4.5.28	Shares Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Equipole, as Pledgor, BNP Paribas, as Security Agent, Hertz Equipement France, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.29	Account Pledge Agreement, dated as of December 21, 2005, among Hertz Autovermietung GmbH, The Royal Bank of Scotland plc, Calyon, BNP Paribas (Canada) and Indosuez Finance (U.K.) Limited as Pledgees and BNP Paribas S.A. as Security Agent**
4.5.30	Global Assignment Agreement, dated as of December 21, 2005, between Hertz Autoverrmietung GmbH as assignor and BNP Paribas S.A. as Security Agent and lender (English language version)**
4.5.31	Security Transfer of Moveable Assets, dated as of December 21, 2005, between Hertz Autovermietung GmbH as assignor and BNP Paribas S.A. as Security Agent and lender**
4.5.32	Share Pledge Agreement, dated as of December 21, 2005, among Equipole S.A. (France), The Royal Bank of Scotland plc, Calyon, BNP Paribas (Canada), Indosuez Finance (U.K.) Limited and BNP Paribas S.A., as Security Agent**
4.5.33	Security Assignment of Receivables, dated as of December 21, 2005, between Hertz Italiana S.p.A. as assignor and BNP Paribas S.A. as Security Agent**
4.5.34	Pledge Agreement over the Balance of Bank Account, dated as of December 21, 2005, between Hertz Italiana S.p.A. as pledgor and BNP Paribas S.A. as Pledgee and Security Agent**
4.5.35	Pledge Agreement over the Balance of Bank Account, dated as of December 21, 2005, between Hertz Italiana S.p.A., as Pledgor, and BNP Paribas S.A., as Pledgee and Security Agent**
4.5.36	Pledge Agreement over Hertz Italiana S.p.A. shares, dated as of December 21, 2005, between Hertz Holding South Europe S.r.l as Pledgor and BNP Paribas S.A. as Pledgee and Security Agent**
4.5.37	Deed of Non-Possessory Pledge of Movables, dated as of December 21, 2005, between Stuurgroep Holland B.V., as Pledgor, and BNS Automobile Funding B.V. and BNP Paribas as Security Agent, as Pledgees**
4.5.38	Deed of Disclosed Pledge of Receivables, dated as of December 21, 2005, between Stuurgroep Holland B.V., as Pledgor, and BNS Automobile Funding B.V. and BNP Paribas as Security Agent, as Pledgees**
4.5.39	Deed of Undisclosed Pledge of Receivables between Stuurgroep Holland B.V., as Pledgor, and BNS Automobile Funding B.V. and BNP Paribas as Security Agent, as Pledgees**
4.5.40	Deed of Pledge of Registered Shares, dated as of December 21, 2005, between Stuurgroep Holland B.V., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas, as Pledgees, and Hertz Automobielen Netherlands B.V.**
4.5.41	Deed of Pledge on Registered Shares, dated as of December 21, 2005, between Hertz Holdings Netherlands B.V., as Pledgor, BNS Automobile Funding B.V., as Pledgee, and Stuurgroep Holland B.V.**
4.5.42	Deed of Disclosed Pledge of Receivables between BNS Automobile Funding B.V., as Pledgor, and BNP Paribas as Security Agent, as Pledgee**

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4.5.43	Pledges of Shares Contract, dated as of December 21, 2005, among Hertz de España, S.A, Hertz Alquiler de Maquinaria, S.L., BNS Automobile Funding B.V. and BNP Paribas S.A. as Security Agent relating to Hertz Alquiler de Maquinaria**
4.5.44	Contract on Pledges of Credit Rights, dated as of December 21, 2005, among Hertz de España, S.A., BNS Automobile Funding B.V. and BNP Paribas S.A. as Security Agent**
4.5.45	Pledge of Credit Rights of Insurance Policies Contract, dated as of December 21, 2005, among Hertz de España, S.A., BNS Automobile Funding B.V. and BNP Paribas S.A. as Security Agent**
4.5.46	Pledge of Credit Rights of Bank Accounts, dated as of December 21, 2005 among Hertz de España, S.A., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.47	Pledges over VAT Credit Rights Contract, dated as of December 21, 2005, among Hertz de España, S.A., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.48	Contract on Pledges of Credit Rights, dated as of December 21, 2005, among Hertz Alquiler de Maquinaria, S.L., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.49	Pledge of Credit Rights of Bank Accounts Contract, dated as of December 21, 2005, among Hertz Alquiler de Maquinaria, S.L., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.50	Pledges of Credit Rights of Insurance Policies Contract, dates as of December 21, 2005, among Hertz Alquiler de Maquinaria, S.L., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.51	Pledges over VAT Credit Rights Contracts, dated as of December 21, 2005, among Hertz Alquiler de Maquinaria S.L., as Pledgor, BNS Automobile Funding B.V., and BNP Paribas S.A., as Security Agent**
4.5.52	Pledges of Credit Rights Contract, dated as of December 21, 2005, among BNS Automobile Funding B.V., as Pledgor, Hertz de Espana S.A., Hertz Alquiler de Maquinaria, S.L., and BNP Paribas S.A., as Security Agent**
4.5.53	Pledges of Shares Contract, dated as of December 21, 2005, among Hertz International Ltd., Hertz Equipment Rental International, Limited, Hertz de España, S.A., and BNP Paribas S.A., as Security Agent**
4.5.54	Share Pledge Agreement, dated as of December 21, 2005, between Hertz AG and BNP Paribas S.A. as Security Agent relating to the pledge of the entire share capital of Züri-Leu Garage AG and Société Immobilière Fair Play**
4.5.55	Assignment Agreement, dated as of December 21, 2005, between Hertz AG and BNP Paribas S.A. as Security Agent relating to the assignment and transfer of trade receivables, insurance claims, inter-company receivables and bank accounts**
4.5.56	Share Pledge Agreement, dated as of December 21, 2005, between Hertz Holdings South Europe S.r.l and BNP Paribas S.A. as Security Agent relating to the pledge of the entire share capital of Hertz AG**
4.5.57	Deed of Charge, dated as of December 21, 2005, between Hertz (U.K.) Limited as Chargor and BNP Paribas as Security Agent**

173

4.5.58	Deed of Charge over Shares, in Hertz (U.K.) Limited, dated as of December 21, 2005, between Hertz Holdings II U.K. Limited as Chargor and BNP Paribas as Security Agent**
4.5.59	Deed of Charge over Shares in Hertz Holdings III UK Limited, dated as of December 21, 2005, between Hertz International, Ltd. and BNP Paribas as Security Agent**
4.5.60	Deed of Charge, dated as of December 21, 2005, between BNS Automobile Funding B.V. as Chargor and BNP Paribas as Security Agent**
4.6.1	Credit Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, and BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers**
4.6.2	Guarantee and Collateral Agreement, dated as of December 21, 2005, by and between CCMG Corporation, The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.6.3	Copyright Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.6.4	Trademark Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.6.5	Deed of Trust, Security Agreement, and Assignment of Leases and Rents and Fixture Filing, dated as of December 21, 2005, among the Hertz Corporation and Deutsche Bank AG, New York Branch**
4.6.6	Term Loan Mortgage Schedule listing the material differences in mortgages from Exhibit 4.6.5 for each of the mortgaged properties**
4.6.7	Amendment, dated as of June 30, 2006, among The Hertz Corporation, Deutsche Bank AG, New York Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, and BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)

174

4.6.8	Second Amendment, dated as of February 9, 2007, among The Hertz Corporation, Deutsche Bank AG, New York Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, and BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers
4.7.1	Credit Agreement, dated as of December 21, 2005, by and between Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers**
4.7.2	U.S. Guarantee and Collateral Agreement, dated as of December 21, 2005, by and between CCMG Corporation, The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.7.3	Canadian Guarantee and Collateral Agreement, dated as of December 21, 2005, by and between Matthews Equipment Limited, Western Shut-Down (1995) Limited, certain of its subsidiaries, and Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent**
4.7.4	Copyright Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.7.5	Trademark Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.7.6	Trademark Security Agreement, dated as of December 21, 2005, by and between Matthews Equipment Limited and Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent**
4.7.7	Deed of Trust, Security Agreement, and Assignment of Leases and Rents and Fixture Filing, dated as of December 21, 2005, among the Hertz Corporation and Deutsche Bank AG, New York Branch**

175

4.7.8	Term Loan Mortgage Schedule listing the material differences in mortgages from Exhibit 4.7.7 for each of the mortgaged properties**
4.7.9	Amendment, dated as of June 30, 2006, among Hertz Equipment Rental Corporation, The Hertz Corporation, Matthews Equipment Limited, Western Shut-Down (1995) Limited, Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.7.10	Second Amendment, dated as of February 15, 2007, among Hertz Equipment Rental Corporation, The Hertz Corporation, Matthews Equipment Limited, Western Shut-Down (1995) Limited, Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers
4.8	Intercreditor Agreement, dated as of December 21, 2005, by and between Deutsche Bank AG, New York Branch, as ABL Agent, Deutsche Bank AG, New York Branch, as Term Agent, as acknowledged by CCMG Corporation, The Hertz Corporation and certain of its subsidiaries**
4.9.1	Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee
4.9.2	Amended and Restated Series 2005-1 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.3	Amended and Restated Series 2005-2 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary

176

4.9.4	Amended and Restated Series 2005-3 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.5	Amended and Restated Series 2005-4 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.6	Second Amended and Restated Series 2004-1 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.7	Second Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of August 1, 2006, between The Hertz Corporation, as Lessee and Servicer, and Hertz Vehicle Financing LLC, as Lessor
4.9.8	Amended and Restated Participation, Purchase and Sale Agreement, dated as of December 21, 2005, by and between Hertz General Interest LLC, Hertz Vehicle Financing LLC and The Hertz Corporation, as Lessee and Servicer**
4.9.9	Purchase and Sale Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicle Financing LLC and Hertz Funding Corp.**
4.9.10	Contribution Agreement, dated as of December 21, 2005, by and between Hertz Vehicle Financing LLC and The Hertz Corporation**
4.9.11	Second Amended and Restated Collateral Agency Agreement, dated as of January 26, 2007, among Hertz Vehicle Financing LLC, as a Grantor, Hertz General Interest LLC, as a Grantor, The Hertz Corporation, as Servicer, BNY Midwest Trust Company, as Collateral Agent, BNY Midwest Trust Company, as Trustee and a Secured Party, and The Hertz Corporation, as a Secured Party
4.9.12	Amended and Restated Administration Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicle Financing LLC, and BNY Midwest Trust Company, as Trustee**
4.9.13	Amended and Restated Master Exchange Agreement, dated as of January 26, 2007, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and J.P. Morgan Property Holdings LLC
4.9.14	Amended and Restated Escrow Agreement, dated as of January 26, 2007, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and J.P. Morgan Chase Bank, N.A.
4.9.15	Amended and Restated Class A-1 Note Purchase Agreement (Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class Aa-1), dated as of March 3, 2006, by and between Hertz Vehicle Financing LLC, The Hertz Corporation, as Administrator, certain Conduit Investors, each as a Conduit Investor, certain Financial Institutions, each as a Committed Note Purchaser, certain Funding Agents, and Lehman Commercial Paper Inc., as Administrative Agent**
4.9.16	Amended and Restated Class A-2 Note Purchase Agreement (Series 2005-3 Variable Funding Rental Car Asset backed Notes, Class A-2), dated as of March 3, 2006, by and between Hertz Vehicle Financing LLC, The Hertz Corporation, as Administrator, certain Conduit Investors, each as a Conduit Investor, certain Financial Institutions, each as a Committed Note Purchaser, certain Funding Agents, and Lehman Commercial Paper Inc., as Administrative Agent**

177

4.9.17	Amended and Restated Class A Note Purchase Agreement (Series 2005-4 Variable Funding Rental Car Asset Backed Notes, Class A), dated as of March 3, 2006, by and between Hertz Vehicle Financing LLC, The Hertz Corporation, as Administrator, certain Conduit Investors, each as a Conduit Investor, certain Financial Institutions, each as a Committed Note Purchaser, certain Funding Agents, and Lehman Commercial Paper Inc., as Administrative Agent**
4.9.18	Letter of Credit Facility Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicle Financing LLC, and Ford Motor Company**
4.9.19	Insurance Agreement, dated as of December 21, 2005, by and between MBIA Insurance Corporation, as Insurer, Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee**
4.9.20	Insurance Agreement, dated as of December 21, 2005, by and between Ambac Assurance Corporation, as Insurer, Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee**
4.9.21	Note Guaranty Insurance Policy, dated as of December 21, 2005, of MBIA Insurance Corporation, relating to Series 2005-1 Rental Car Asset Backed Notes**
4.9.22	Note Guaranty Insurance Policy, dated as of December 21, 2005, of MBIA Insurance Corporation, relating to Series 2005-4 Rental Car Asset Backed Notes**
4.9.23	Note Guaranty Insurance Policy, dated as of December 21, 2005, of Ambac Assurance Corporation, relating to Series 2005-2 Rental Car Asset Backed Notes**
4.9.24	Note Guaranty Insurance Policy, dated as of December 21, 2005, of Ambac Assurance Corporation, relating to Series 2005-3 Rental Car Asset Backed Notes**
4.9.25	Supplement to Second Amended and Restated Collateral Agency Agreement, dated as of January 26, 2007, among The Hertz Corporation, as Grantor, Gelco Corporation d/b/a GE Fleet Services, as Secured Party and BNY Midwest Trust Company as Collateral Agent
4.10	Amended and Restated Stockholders Agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc., Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P.
4.11	Registration Rights Agreement, dated as of December 21, 2005, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P. (filed as the exhibit of the same number to Amendment No. 3 to the Registration Statement on Form S-1 filed on October 23, 2006)
4.12	Amendment No. 1, dated as of November 20, 2006, to the Registration Rights Agreement, dated as of December 21, 2005, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P.

178

4.13	Credit Agreement, dated as of September 29, 2006, among The Hertz Corporation, Puerto Ricancars, Inc., the several banks and other financial institutions from time to time parties as lenders thereto and Gelco Corporation d.b.a. GE Fleet Services, as administrative agent and collateral agents for the lenders thereunder (filed as the exhibit of the same number to Amendment No. 4 to the Registration Statement on Form S-1 filed on October 27, 2006)
4.13.1	First Amendment, dated as of October 6, 2006, to the Credit Agreement, dated as of September 29, 2006, among The Hertz Corporation, Puerto Ricancars, Inc., the several banks and other financial institutions from time to time parties as lenders thereto and Gelco Corporation d.b.a. GE Fleet Services, as administrative agent and collateral agents for the lenders thereunder (filed as the exhibit of the same number to Amendment No. 4 to the Registration Statement on Form S-1 filed on October 27, 2006)
4.13.2	Second Amendment, dated as of October 31, 2006, to the Credit Agreement, dated as of September 29, 2006, among The Hertz Corporation, Puerto Ricancars, Inc., the several banks and other financial institutions from time to time parties as lenders thereto and Gelco Corporation d.b.a. GE Fleet Services, as administrative agent and collateral agents for the lenders thereunder
4.14	Form of Stock Certificate (filed as the exhibit of the same number to Amendment No. 6, filed on November 7, 2006, to the registrant’s Registration Statement on Form S-1(File No. 333-135782) (such registration statement, the “Registration Statement”))
10.1	Hertz Global Holdings, Inc. Stock Incentive Plan* **
10.1.1	First Amendment to the Hertz Global Holdings, Inc. Stock Incentive Plan (filed as the exhibit of the same number to Amendment No. 4 to the Registration Statement on Form S-1 filed on October 27, 2006)*
10.2	Form of Stock Subscription Agreement under Stock Incentive Plan* **
10.3	Form of Stock Option Agreement under Stock Incentive Plan* **
10.4	Employment Agreement between The Hertz Corporation and Craig R. Koch (Incorporated by reference to Exhibit 10.4(3) to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.5	Form of Change in Control Agreement (and certain terms related thereto) among The Hertz Corporation, Ford Motor Company and each of Messrs. Koch, Nothwang, Siracusa, Taride and Plescia (Incorporated by reference to Exhibit 10.5 to the Registration Statement No. 333- 125764 of The Hertz Corporation)*
10.6	Non-Compete Agreement, dated April 10, 2000, between Hertz Europe Limited and Michel Taride (Incorporated by reference to Exhibit 10.6 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.7	The Hertz Corporation Compensation Supplemental Retirement and Savings Plan (Incorporated by reference to Exhibit 10.7 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.8	The Hertz Corporation Executive Long Term Incentive Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Registration Statement No. 333-125764 of The Hertz Corporation)*

179

10.9	The Hertz Corporation Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.9 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.10	The Hertz Corporation Benefit Equalization Plan (Incorporated by reference to Exhibit 10.10 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.11	The Hertz Corporation Key Officer Postretirement Assigned Car Benefit Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.12	The Hertz Corporation Retirement Plan (Incorporated by reference to Exhibit 10.12 to the Registration Statement No. 333-125764 of the Hertz Corporation)*
10.13	The Hertz Corporation (UK) 1972 Pension Plan (Incorporated by reference to Exhibit 10.13 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.14	The Hertz Corporation (UK) Supplementary Unapproved Pension Scheme (Incorporated by reference to Exhibit 10.14 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.15	RCA Executive Deferred Compensation Plan and Employee Participation Agreement, dated May 29, 1985, between Craig R. Koch and The Hertz Corporation (Incorporated by reference to Exhibit 10.15 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.16	The Hertz Corporation 2005 Executive Incentive Compensation Plan* **
10.17	Letter Agreement, dated October 19, 2005, as amended and restated as of November 15, 2005, between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.) and Craig R. Koch* **
10.18	Amended and Restated Indemnification Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicles LLC, Hertz Funding Corp., Hertz General Interest LLC, and Hertz Vehicle Financing LLC**
10.19	Consulting Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, and Clayton, Dubilier & Rice, Inc.**
10.20	Consulting Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, and TC Group IV, L.L.C.**
10.21	Consulting Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, and Merrill Lynch Global Partners, Inc.**
10.22	Indemnification Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., and Clayton, Dubilier & Rice, Inc.**
10.23	Indemnification Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l., and TC Group IV, L.L.C.**

180

10.24	Indemnification Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P., ML Hertz Co-Investor, L.P., and Merrill Lynch Global Partners, Inc.**
10.25	Tax Sharing Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), CCMG Corporation, The Hertz Corporation, and Hertz International, Ltd.**
10.26	Tax Sharing Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), CCMG Corporation, and The Hertz Corporation**
10.27	Master Supply and Advertising Agreement, dated as of July 5, 2005, by and between Ford Motor Company, The Hertz Corporation and Hertz General Interest LLC (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of The Hertz Corporation filed with the Securities and Exchange Commission on July 11, 2005. Such Exhibit omits certain information that has been filed separately with the Securities and Exchange Commission and submitted pursuant to an application for confidential treatment.)
10.28	Employment letter agreement, dated as of July 10, 2006, between Hertz Global Holdings, Inc. and Mark P. Frissora (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of The Hertz Corporation filed with the Securities and Exchange Commission on August 14, 2006.)
10.29	Form of Director Indemnification Agreement (filed as the exhibit of the same number to Amendment No. 3 to our Registration Statement on Form S-1, filed on October 23, 2006)
10.30	Termination letter agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc. (formerly known as CCMG Holdings, Inc.), The Hertz Corporation and Clayton, Dubilier & Rice, Inc., terminating the Consulting Agreement, dated as of December 21, 2005, among Hertz Global Holdings, Inc., the Hertz Corporation and Clayton, Dubilier & Rice, Inc.
10.31	Termination letter agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc. (formerly known as CCMG Holdings, Inc.), The Hertz Corporation and TC Group IV, L.L.C., terminating the Consulting Agreement, dated as of December 21, 2005, among Hertz Global Holdings, Inc., the Hertz Corporation and TC Group IV, L.L.C.
10.32	Termination letter agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc. (formerly known as CCMG Holdings, Inc.), The Hertz Corporation and Merrill Lynch Global Partners, Inc., terminating the Consulting Agreement, dated as of December 21, 2005, among Hertz Global Holdings, Inc., the Hertz Corporation and Merrill Lynch Global Partners, Inc.
10.33	Hertz Global Holdings, Inc. Director Stock Incentive Plan* (filed as the exhibit of the same number to Amendment No. 6 to the Registration Statement on Form S-1 filed on November 7, 2006)
12	Computation of Consolidated Ratio of Earnings to Fixed Charges for the year ended December 31, 2006, the periods ended December 31, 2005 and December 20, 2005 and each of the three years in the period ended December 31, 2004.
21.1	List of subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP

181

31.1-31.2	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32.1-32.2	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

*Indicates management compensation plan.

**Incorporated by reference to the exhibit of the same number to the Current Report on Form 8-K of The Hertz Corporation, as filed on March 31, 2006.

As of December 31, 2006, we had various additional obligations which could be considered long-term debt, none of which exceeded 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.

Schedules and exhibits not included above have been omitted because the information required has been included in the financial statements or notes thereto or are not applicable or not required.

182

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the borough of Park Ridge, and state of New Jersey, on the 30th day of March, 2007.

HERTZ GLOBAL HOLDINGS, INC.
(Registrant)
By:	/s/ PAUL J. SIRACUSA
Name:	Paul J. Siracusa
Title:	Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 30, 2007:

	Signature		Title
/s/ GEORGE W. TAMKE		Lead Director
George W. Tamke
/s/ MARK P. FRISSORA		Chief Executive Officer and Chairman of the Board of Directors
Mark P. Frissora
/s/ PAUL J. SIRACUSA		Executive Vice President and Chief Financial Officer
Paul J. Siracusa
/s/ RICHARD J. FOTI		Staff Vice President and Controller
Richard J. Foti
/s/ NATHAN K. SLEEPER		Director
Nathan K. Sleeper
/s/ DAVID H. WASSERMAN		Director
David H. Wasserman
/s/ BRIAN A. BERNASEK		Director
Brian A. Bernasek
/s/ GREGORY S. LEDFORD		Director
Gregory S. Ledford
/s/ GEORGE A. BITAR		Director
George A. Bitar
/s/ ROBERT F. END		Director
Robert F. End

184

/s/ BARRY H. BERACHA	Independent Director
Barry H. Beracha
/s/ CARL T. BERQUIST	Independent Director
Carl T. Berquist
/s/ MICHAEL J. DURHAM	Independent Director
Michael J. Durham
/s/ HENRY C. WOLF	Independent Director
Henry C. Wolf

185

EXHIBIT INDEX

Exhibit Number	Description
2.1	Stock Purchase Agreement, dated as of September 12, 2005, among CCMG Holdings, Inc., Ford Holdings LLC and Ford Motor Company (Incorporated by reference to Exhibit 2 to the Quarterly Report on Form 10-Q of Ford Motor Company, as filed on November 7, 2005.)
3.1	Amended and Restated Certificate of Incorporation of Hertz Global Holdings, Inc.
3.2	Amended and Restated By-Laws of Hertz Global Holdings, Inc.
4.1.1	Indenture, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014**
4.1.2	Merger Supplemental Indenture, dated as of December 21, 2005, by and between The Hertz Corporation and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014**
4.1.3	Supplemental Indenture in Respect of Subsidiary Guarantee, dated as of December 21, 2005, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014**
4.1.4	Third Supplemental Indenture, dated as of July 7, 2006, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the U.S. Dollar 8.875% Senior Notes due 2014 and the Euro 7.875% Senior Notes due 2014 (Incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.2.1	Indenture, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, as Issuer, the Subsidiary Guarantors from time to time parties thereto, and Wells Fargo Bank, National Association, as Trustee, governing the 10.5% Senior Subordinated Notes due 2016**
4.2.2	Merger Supplemental Indenture, dated as of December 21, 2005, by and between The Hertz Corporation and Wells Fargo Bank, National Association, as Trustee, relating to the 10.5% Senior Subordinated Notes due 2016**
4.2.3	Supplemental Indenture in Respect of Subsidiary Guarantee, dated as of December 21, 2005, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 10.5% Senior Subordinated Notes due 2016**
4.2.4	Third Supplemental Indenture, dated as of July 7, 2006, by and between The Hertz Corporation, the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 10.5% Senior Subordinated Notes due 2016 (Incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.3.1	Exchange and Registration Rights Agreement, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, Deutsche Bank Securities Inc. and the other financial institutions named therein, relating to the 8.875% Senior Notes due 2014 and the 7.875% Senior Notes due 2014**

186

4.3.2	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of The Hertz Corporation relating to the 8.875% Senior Notes due 2014 and the 7.875% Senior Notes due 2014**
4.3.3	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of the Subsidiary Guarantors named therein, relating to the 8.875% Senior Notes due 2014 and the 7.875% Senior Notes due 2014**
4.4.1	Exchange and Registration Rights Agreement, dated as of December 21, 2005, by and between CCMG Acquisition Corporation, Deutsche Bank Securities Inc. and the other financial institutions named therein, relating to the 10.5% Senior Subordinated Notes due 2016**
4.4.2	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of The Hertz Corporation, relating to the 10.5% Senior Subordinated Notes due 2016**
4.4.3	Joinder Agreement to the Exchange and Registration Rights Agreement, dated as of December 21, 2005, of the Subsidiary Guarantors named therein, relating to the 10.5% Senior Subordinated Notes due 2016**
4.5.1	Senior Bridge Facilities Agreement, dated as of December 21, 2005, by and between Hertz International, Ltd., certain of its subsidiaries, Hertz Europe Limited, as Coordinator, BNP Paribas and The Royal Bank of Scotland plc, as Mandated Lead Arrangers, Calyon, as Co-Arranger, BNP Paribas, The Royal Bank of Scotland plc, and Calyon, as Joint Bookrunners, BNP Paribas, as Facility Agent, BNP Paribas, as Security Agent, BNP Paribas, as Global Coordinator, and the financial institutions named therein**
4.5.2	Intercreditor Deed, dated as of December 21, 2005, by and between Hertz International, Ltd., as Parent, Hertz Europe Limited, as Coordinator, certain of its subsidiaries, BNP Paribas as A/C Facility Agent and NZ Facility Agent, BNP Paribas as Security Agent, Banco BNP Paribas Brasil S.A., as Brazilian Facility Agent, BNP Paribas, as Australian Security Trustee, the financial institutions named therein, and The Hertz Corporation**
4.5.3	Australian Purchaser Charge (Project H)—Unlimited, dated as of December 21, 2005, by and between Hertz Australia Pty Limited and HA Funding Pty Limited**
4.5.4	Australian Purchaser Charge (Project H)—South Australia, dated as of December 21, 2005, by and between Hertz Australia Pty Limited and HA Funding Pty Limited**
4.5.5	Australian Purchaser Charge (Project H)—Queensland, dated as of December 21, 2005, by and between Hertz Australia Pty Limited and HA Funding Pty Limited**
4.5.6	Australian Share Mortgage of Purchaser Shares (Project H), dated as of December 21, 2005, by and between Hertz Investment (Holdings) Pty Limited and HA Funding Pty Limited**
4.5.7	Australian Issuer Charge (Project H), dated as of December 21, 2005, by and between Hertz Note Issuer Pty Limited and HA Funding Pty Limited**
4.5.8	Australian Borrower Charge (Project H), dated as of December 20, 2005, by and between HA Funding Pty Limited and the BNP Paribas**
4.5.9	Australian Security Trust Deed (Project H), dated as of December 21, 2005, between HA Funding Pty Limited and BNP Paribas**

187

4.5.10	Business Pledge Agreement, dated as of December 21, 2005, by and between Hertz Belgium N.V., as Pledgor, and BNP Paribas S.A., as Pledgee (English language version)**
4.5.11	Receivables and Bank Account Pledge Agreement, dated as of December 21, 2005, by and between Hertz Belgium NV as Pledgor, and BNP Paribas, as Pledgee**
4.5.12	Share Pledge Agreement, dated as of December 21, 2005, by and between Hertz Holdings Netherlands B.V., as Pledgor, and BNP Paribas, as Pledgee**
4.5.13	Security Agreement, dated as of December 21, 2005, by and between Hertz Canada Limited, as Obligor, and BNP Paribas (Canada), as Security Agent**
4.5.14.1	Deed of Hypothec, dated as of December 21, 2005, by and between Hertz Canada Limited and BNP Paribas (Canada), and related Bond and Bond Pledge Agreement**
4.5.14.2	Bond Pledge Agreement, dated as of December 21, 2005, by and between Hertz Canada Limited, as Pledgor, and BNP Paribas (Canada), as Security Agent**
4.5.15	Security Agreement, dated as of December 21, 2005, by and between 1677932 Ontario Limited, as Obligor, and BNP Paribas (Canada), as Security Agent**
4.5.16	Security Agreement, dated as of December 21, 2005, by and between CMGC Canada Acquisition ULC, as Obligor, and BNP Paribas (Canada), as Security Agent**
4.5.17	Pledge of a Business as a Going Concern (Acte de Nantissement de Fonds de Commerce), dated as of December 21, 2005, by and between Hertz France, as Pledgor, and BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.18	Bank Account Pledge Agreement (Acte de Nantissement de Solde de Compte Bancaire), dated as of December 21, 2005, by and between Hertz France, as Pledgor, and BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.19	Share Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Hertz France, as Pledgor, BNP Paribas, as Security Agent, Hertz Equipement France, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.20	Pledge of a Business as a Going Concern (Acte de Nantissement de Fonds de Commerce), dated as of December 21, 2005, by and between Hertz Equipement France, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.21	Bank Account Pledge Agreement (Acte de Nantissement de Solde de Compte Bancaire), dated as of December 21, 2005, by and between Hertz Equipement France, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.22	Master Agreement For Assignment of Receivables (Contrat Cadre de Cession de Creances Professionnelles a Titre de Garantie), dated as of December 21, 2005, by and between Hertz Equipement France, as Assignor, BNP Paribas, as Security Agent, and the assignees described therein**

188

4.5.23	Pledge of a Business as a Going Concern (Acte de Nantissement de Fonds de Commerce), dated as of December 21, 2005, by and between Equipole Finance Services, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.24	Master Agreement for Assignment of Receivables (Contrat Cadre de Cession de Creances Professionnelles a Titre de Garantie), dated as of December 21, 2005, by and between Equipole Finance Services, as Assignor, BNP Paribas, as Security Agent, and the assignees described therein**
4.5.25	Bank Account Pledge Agreement (Acte de Nantissement de Solde de Compte Bancaire), dated as of December 21, 2005, by and between Equipole Finance Services, as Pledgor, BNP Paribas, as Security Agent, and the beneficiaries described therein (English language version)**
4.5.26	Shares Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Equipole, as Pledgor, BNP Paribas, as Security Agent, Equipole Finance Services, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.27	Share Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Equipole, as Pledgor, BNP Paribas, as Security Agent, Hertz France, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.28	Shares Account Pledge Agreement (Acte de Nantissement de Compte d'Instruments Financiers), dated as of December 21, 2005, by and between Equipole, as Pledgor, BNP Paribas, as Security Agent, Hertz Equipement France, as Account Holder, BNP Paribas, as Bank Account Holder, and the beneficiaries described therein**
4.5.29	Account Pledge Agreement, dated as of December 21, 2005, among Hertz Autovermietung GmbH, The Royal Bank of Scotland plc, Calyon, BNP Paribas (Canada) and Indosuez Finance (U.K.) Limited as Pledgees and BNP Paribas S.A. as Security Agent**
4.5.30	Global Assignment Agreement, dated as of December 21, 2005, between Hertz Autoverrmietung GmbH as assignor and BNP Paribas S.A. as Security Agent and lender (English language version)**
4.5.31	Security Transfer of Moveable Assets, dated as of December 21, 2005, between Hertz Autovermietung GmbH as assignor and BNP Paribas S.A. as Security Agent and lender**
4.5.32	Share Pledge Agreement, dated as of December 21, 2005, among Equipole S.A. (France), The Royal Bank of Scotland plc, Calyon, BNP Paribas (Canada), Indosuez Finance (U.K.) Limited and BNP Paribas S.A., as Security Agent**
4.5.33	Security Assignment of Receivables, dated as of December 21, 2005, between Hertz Italiana S.p.A. as assignor and BNP Paribas S.A. as Security Agent**
4.5.34	Pledge Agreement over the Balance of Bank Account, dated as of December 21, 2005, between Hertz Italiana S.p.A. as pledgor and BNP Paribas S.A. as Pledgee and Security Agent**
4.5.35	Pledge Agreement over the Balance of Bank Account, dated as of December 21, 2005, between Hertz Italiana S.p.A., as Pledgor, and BNP Paribas S.A., as Pledgee and Security Agent**

189

4.5.36	Pledge Agreement over Hertz Italiana S.p.A. shares, dated as of December 21, 2005, between Hertz Holding South Europe S.r.l as Pledgor and BNP Paribas S.A. as Pledgee and Security Agent**
4.5.37	Deed of Non-Possessory Pledge of Movables, dated as of December 21, 2005, between Stuurgroep Holland B.V., as Pledgor, and BNS Automobile Funding B.V. and BNP Paribas as Security Agent, as Pledgees**
4.5.38	Deed of Disclosed Pledge of Receivables, dated as of December 21, 2005, between Stuurgroep Holland B.V., as Pledgor, and BNS Automobile Funding B.V. and BNP Paribas as Security Agent, as Pledgees**
4.5.39	Deed of Undisclosed Pledge of Receivables between Stuurgroep Holland B.V., as Pledgor, and BNS Automobile Funding B.V. and BNP Paribas as Security Agent, as Pledgees**
4.5.40	Deed of Pledge of Registered Shares, dated as of December 21, 2005, between Stuurgroep Holland B.V., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas, as Pledgees, and Hertz Automobielen Netherlands B.V.**
4.5.41	Deed of Pledge on Registered Shares, dated as of December 21, 2005, between Hertz Holdings Netherlands B.V., as Pledgor, BNS Automobile Funding B.V., as Pledgee, and Stuurgroep Holland B.V.**
4.5.42	Deed of Disclosed Pledge of Receivables between BNS Automobile Funding B.V., as Pledgor, and BNP Paribas as Security Agent, as Pledgee**
4.5.43	Pledges of Shares Contract, dated as of December 21, 2005, among Hertz de España, S.A, Hertz Alquiler de Maquinaria, S.L., BNS Automobile Funding B.V. and BNP Paribas S.A. as Security Agent relating to Hertz Alquiler de Maquinaria**
4.5.44	Contract on Pledges of Credit Rights, dated as of December 21, 2005, among Hertz de España, S.A., BNS Automobile Funding B.V. and BNP Paribas S.A. as Security Agent**
4.5.45	Pledge of Credit Rights of Insurance Policies Contract, dated as of December 21, 2005, among Hertz de España, S.A., BNS Automobile Funding B.V. and BNP Paribas S.A. as Security Agent**
4.5.46	Pledge of Credit Rights of Bank Accounts, dated as of December 21, 2005 among Hertz de España, S.A., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.47	Pledges over VAT Credit Rights Contract, dated as of December 21, 2005, among Hertz de España, S.A., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.48	Contract on Pledges of Credit Rights, dated as of December 21, 2005, among Hertz Alquiler de Maquinaria, S.L., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.49	Pledge of Credit Rights of Bank Accounts Contract, dated as of December 21, 2005, among Hertz Alquiler de Maquinaria, S.L., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**
4.5.50	Pledges of Credit Rights of Insurance Policies Contract, dates as of December 21, 2005, among Hertz Alquiler de Maquinaria, S.L., as Pledgor, BNS Automobile Funding B.V. and BNP Paribas S.A., as Security Agent**

190

4.5.51	Pledges over VAT Credit Rights Contracts, dated as of December 21, 2005, among Hertz Alquiler de Maquinaria S.L., as Pledgor, BNS Automobile Funding B.V., and BNP Paribas S.A., as Security Agent**
4.5.52	Pledges of Credit Rights Contract, dated as of December 21, 2005, among BNS Automobile Funding B.V., as Pledgor, Hertz de Espana S.A., Hertz Alquiler de Maquinaria, S.L., and BNP Paribas S.A., as Security Agent**
4.5.53	Pledges of Shares Contract, dated as of December 21, 2005, among Hertz International Ltd., Hertz Equipment Rental International, Limited, Hertz de España, S.A., and BNP Paribas S.A., as Security Agent**
4.5.54	Share Pledge Agreement, dated as of December 21, 2005, between Hertz AG and BNP Paribas S.A. as Security Agent relating to the pledge of the entire share capital of Züri-Leu Garage AG and Société Immobilière Fair Play**
4.5.55	Assignment Agreement, dated as of December 21, 2005, between Hertz AG and BNP Paribas S.A. as Security Agent relating to the assignment and transfer of trade receivables, insurance claims, inter-company receivables and bank accounts**
4.5.56	Share Pledge Agreement, dated as of December 21, 2005, between Hertz Holdings South Europe S.r.l and BNP Paribas S.A. as Security Agent relating to the pledge of the entire share capital of Hertz AG**
4.5.57	Deed of Charge, dated as of December 21, 2005, between Hertz (U.K.) Limited as Chargor and BNP Paribas as Security Agent**
4.5.58	Deed of Charge over Shares, in Hertz (U.K.) Limited, dated as of December 21, 2005, between Hertz Holdings II U.K. Limited as Chargor and BNP Paribas as Security Agent**
4.5.59	Deed of Charge over Shares in Hertz Holdings III UK Limited, dated as of December 21, 2005, between Hertz International, Ltd. and BNP Paribas as Security Agent**
4.5.60	Deed of Charge, dated as of December 21, 2005, between BNS Automobile Funding B.V. as Chargor and BNP Paribas as Security Agent**
4.6.1	Credit Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, and BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers**
4.6.2	Guarantee and Collateral Agreement, dated as of December 21, 2005, by and between CCMG Corporation, The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.6.3	Copyright Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**

191

4.6.4	Trademark Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.6.5	Deed of Trust, Security Agreement, and Assignment of Leases and Rents and Fixture Filing, dated as of December 21, 2005, among the Hertz Corporation and Deutsche Bank AG, New York Branch**
4.6.6	Term Loan Mortgage Schedule listing the material differences in mortgages from Exhibit 4.6.5 for each of the mortgaged properties**
4.6.7	Amendment, dated as of June 30, 2006, among The Hertz Corporation, Deutsche Bank AG, New York Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, and BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers (Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.6.8	Second Amendment, dated as of February 9, 2007, among The Hertz Corporation, Deutsche Bank AG, New York Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, and BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers, Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers

192

4.7.1	Credit Agreement, dated as of December 21, 2005, by and between Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers**
4.7.2	U.S. Guarantee and Collateral Agreement, dated as of December 21, 2005, by and between CCMG Corporation, The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.7.3	Canadian Guarantee and Collateral Agreement, dated as of December 21, 2005, by and between Matthews Equipment Limited, Western Shut-Down (1995) Limited, certain of its subsidiaries, and Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent**
4.7.4	Copyright Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.7.5	Trademark Security Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, certain of its subsidiaries, and Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent**
4.7.6	Trademark Security Agreement, dated as of December 21, 2005, by and between Matthews Equipment Limited and Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent**
4.7.7	Deed of Trust, Security Agreement, and Assignment of Leases and Rents and Fixture Filing, dated as of December 21, 2005, among the Hertz Corporation and Deutsche Bank AG, New York Branch**
4.7.8	Term Loan Mortgage Schedule listing the material differences in mortgages from Exhibit 4.7.7 for each of the mortgaged properties**

193

4.7.9	Amendment, dated as of June 30, 2006, among Hertz Equipment Rental Corporation, The Hertz Corporation, Matthews Equipment Limited, Western Shut-Down (1995) Limited, Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers (Incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of The Hertz Corporation, as filed on July 7, 2006.)
4.7.10	Second Amendment, dated as of February 15, 2007, among Hertz Equipment Rental Corporation, The Hertz Corporation, Matthews Equipment Limited, Western Shut-Down (1995) Limited, Deutsche Bank AG, New York Branch, Deutsche Bank AG, Canada Branch, and the other parties signatory thereto, to the Credit Agreement, dated as of December 21, 2005, by and between Hertz Equipment Rental Corporation, The Hertz Corporation, the Canadian Borrowers parties thereto, the several lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as Administrative Agent and Collateral Agent, Deutsche Bank AG, Canada Branch, as Canadian Agent and Canadian Collateral Agent, Lehman Commercial Paper Inc., as Syndication Agent, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Documentation Agent, Deutsche Bank Securities Inc., Lehman Brothers Inc., and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, as Joint Lead Arrangers, BNP Paribas, The Royal Bank of Scotland plc, and Calyon New York Branch, as Co-Arrangers, and Deutsche Bank Securities Inc., Lehman Brothers Inc., Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner and Smith Incorporated, Goldman Sachs Credit Partners L.P., and JPMorgan Chase Bank, N.A., as Joint Bookrunning Managers
4.8	Intercreditor Agreement, dated as of December 21, 2005, by and between Deutsche Bank AG, New York Branch, as ABL Agent, Deutsche Bank AG, New York Branch, as Term Agent, as acknowledged by CCMG Corporation, The Hertz Corporation and certain of its subsidiaries**
4.9.1	Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee
4.9.2	Amended and Restated Series 2005-1 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.3	Amended and Restated Series 2005-2 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary

194

4.9.4	Amended and Restated Series 2005-3 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.5	Amended and Restated Series 2005-4 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.6	Second Amended and Restated Series 2004-1 Supplement to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee and Securities Intermediary
4.9.7	Second Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of August 1, 2006, between The Hertz Corporation, as Lessee and Servicer, and Hertz Vehicle Financing LLC, as Lessor
4.9.8	Amended and Restated Participation, Purchase and Sale Agreement, dated as of December 21, 2005, by and between Hertz General Interest LLC, Hertz Vehicle Financing LLC and The Hertz Corporation, as Lessee and Servicer**
4.9.9	Purchase and Sale Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicle Financing LLC and Hertz Funding Corp.**
4.9.10	Contribution Agreement, dated as of December 21, 2005, by and between Hertz Vehicle Financing LLC and The Hertz Corporation**
4.9.11	Second Amended and Restated Collateral Agency Agreement, dated as of January 26, 2007, among Hertz Vehicle Financing LLC, as a Grantor, Hertz General Interest LLC, as a Grantor, The Hertz Corporation, as Servicer, BNY Midwest Trust Company, as Collateral Agent, BNY Midwest Trust Company, as Trustee and a Secured Party, and The Hertz Corporation, as a Secured Party
4.9.12	Amended and Restated Administration Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicle Financing LLC, and BNY Midwest Trust Company, as Trustee**
4.9.13	Amended and Restated Master Exchange Agreement, dated as of January 26, 2007, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and J.P. Morgan Property Holdings LLC
4.9.14	Amended and Restated Escrow Agreement, dated as of January 26, 2007, among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz General Interest LLC, Hertz Car Exchange Inc., and J.P. Morgan Chase Bank, N.A.
4.9.15	Amended and Restated Class A-1 Note Purchase Agreement (Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class Aa-1), dated as of March 3, 2006, by and between Hertz Vehicle Financing LLC, The Hertz Corporation, as Administrator, certain Conduit Investors, each as a Conduit Investor, certain Financial Institutions, each as a Committed Note Purchaser, certain Funding Agents, and Lehman Commercial Paper Inc., as Administrative Agent**

195

4.9.16	Amended and Restated Class A-2 Note Purchase Agreement (Series 2005-3 Variable Funding Rental Car Asset backed Notes, Class A-2), dated as of March 3, 2006, by and between Hertz Vehicle Financing LLC, The Hertz Corporation, as Administrator, certain Conduit Investors, each as a Conduit Investor, certain Financial Institutions, each as a Committed Note Purchaser, certain Funding Agents, and Lehman Commercial Paper Inc., as Administrative Agent**
4.9.17	Amended and Restated Class A Note Purchase Agreement (Series 2005-4 Variable Funding Rental Car Asset Backed Notes, Class A), dated as of March 3, 2006, by and between Hertz Vehicle Financing LLC, The Hertz Corporation, as Administrator, certain Conduit Investors, each as a Conduit Investor, certain Financial Institutions, each as a Committed Note Purchaser, certain Funding Agents, and Lehman Commercial Paper Inc., as Administrative Agent**
4.9.18	Letter of Credit Facility Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicle Financing LLC, and Ford Motor Company**
4.9.19	Insurance Agreement, dated as of December 21, 2005, by and between MBIA Insurance Corporation, as Insurer, Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee**
4.9.20	Insurance Agreement, dated as of December 21, 2005, by and between Ambac Assurance Corporation, as Insurer, Hertz Vehicle Financing LLC, as Issuer, and BNY Midwest Trust Company, as Trustee**
4.9.21	Note Guaranty Insurance Policy, dated as of December 21, 2005, of MBIA Insurance Corporation, relating to Series 2005-1 Rental Car Asset Backed Notes**
4.9.22	Note Guaranty Insurance Policy, dated as of December 21, 2005, of MBIA Insurance Corporation, relating to Series 2005-4 Rental Car Asset Backed Notes**
4.9.23	Note Guaranty Insurance Policy, dated as of December 21, 2005, of Ambac Assurance Corporation, relating to Series 2005-2 Rental Car Asset Backed Notes**
4.9.24	Note Guaranty Insurance Policy, dated as of December 21, 2005, of Ambac Assurance Corporation, relating to Series 2005-3 Rental Car Asset Backed Notes**
4.9.25	Supplement to Second Amended and Restated Collateral Agency Agreement, dated as of January 26, 2007, among The Hertz Corporation, as Grantor, Gelco Corporation d/b/a GE Fleet Services, as Secured Party and BNY Midwest Trust Company as Collateral Agent
4.10	Amended and Restated Stockholders Agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc., Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P.
4.11	Registration Rights Agreement, dated as of December 21, 2005, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P. (filed as the exhibit of the same number to Amendment No. 3 to the Registration Statement on Form S-1 filed on October 23, 2006)

196

4.12	Amendment No. 1, dated as of November 20, 2006, to the Registration Rights Agreement, dated as of December 21, 2005, among CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l SICAR, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, ML Hertz Co-Investor, L.P. and CMC-Hertz Partners, L.P.
4.13	Credit Agreement, dated as of September 29, 2006, among The Hertz Corporation, Puerto Ricancars, Inc., the several banks and other financial institutions from time to time parties as lenders thereto and Gelco Corporation d.b.a. GE Fleet Services, as administrative agent and collateral agents for the lenders thereunder (filed as the exhibit of the same number to Amendment No. 4 to the Registration Statement on Form S-1 filed on October 27, 2006)
4.13.1	First Amendment, dated as of October 6, 2006, to the Credit Agreement, dated as of September 29, 2006, among The Hertz Corporation, Puerto Ricancars, Inc., the several banks and other financial institutions from time to time parties as lenders thereto and Gelco Corporation d.b.a. GE Fleet Services, as administrative agent and collateral agents for the lenders thereunder (filed as the exhibit of the same number to Amendment No. 4 to the Registration Statement on Form S-1 filed on October 27, 2006)
4.13.2	Second Amendment, dated as of October 31, 2006, to the Credit Agreement, dated as of September 29, 2006, among The Hertz Corporation, Puerto Ricancars, Inc., the several banks and other financial institutions from time to time parties as lenders thereto and Gelco Corporation d.b.a. GE Fleet Services, as administrative agent and collateral agents for the lenders thereunder
4.14	Form of Stock Certificate (filed as the exhibit of the same number to Amendment No. 6, filed on November 7, 2006, to the registrant’s Registration Statement on Form S-1(File No. 333-135782) (such registration statement, the “Registration Statement”))
10.1	Hertz Global Holdings, Inc. Stock Incentive Plan* **
10.1.1	First Amendment to the Hertz Global Holdings, Inc. Stock Incentive Plan (filed as the exhibit of the same number to Amendment No. 4 to the Registration Statement on Form S-1 filed on October 27, 2006)*
10.2	Form of Stock Subscription Agreement under Stock Incentive Plan* **
10.3	Form of Stock Option Agreement under Stock Incentive Plan* **
10.4	Employment Agreement between The Hertz Corporation and Craig R. Koch (Incorporated by reference to Exhibit 10.4(3) to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.5	Form of Change in Control Agreement (and certain terms related thereto) among The Hertz Corporation, Ford Motor Company and each of Messrs. Koch, Nothwang, Siracusa, Taride and Plescia (Incorporated by reference to Exhibit 10.5 to the Registration Statement No. 333- 125764 of The Hertz Corporation)*
10.6	Non-Compete Agreement, dated April 10, 2000, between Hertz Europe Limited and Michel Taride (Incorporated by reference to Exhibit 10.6 to the Registration Statement No. 333-125764 of The Hertz Corporation)*

197

10.7	The Hertz Corporation Compensation Supplemental Retirement and Savings Plan (Incorporated by reference to Exhibit 10.7 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.8	The Hertz Corporation Executive Long Term Incentive Compensation Plan (Incorporated by reference to Exhibit 10.8 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.9	The Hertz Corporation Supplemental Executive Retirement Plan (Incorporated by reference to Exhibit 10.9 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.10	The Hertz Corporation Benefit Equalization Plan (Incorporated by reference to Exhibit 10.10 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.11	The Hertz Corporation Key Officer Postretirement Assigned Car Benefit Plan (Incorporated by reference to Exhibit 10.11 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.12	The Hertz Corporation Retirement Plan (Incorporated by reference to Exhibit 10.12 to the Registration Statement No. 333-125764 of the Hertz Corporation)*
10.13	The Hertz Corporation (UK) 1972 Pension Plan (Incorporated by reference to Exhibit 10.13 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.14	The Hertz Corporation (UK) Supplementary Unapproved Pension Scheme (Incorporated by reference to Exhibit 10.14 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.15	RCA Executive Deferred Compensation Plan and Employee Participation Agreement, dated May 29, 1985, between Craig R. Koch and The Hertz Corporation (Incorporated by reference to Exhibit 10.15 to the Registration Statement No. 333-125764 of The Hertz Corporation)*
10.16	The Hertz Corporation 2005 Executive Incentive Compensation Plan* **
10.17	Letter Agreement, dated October 19, 2005, as amended and restated as of November 15, 2005, between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.) and Craig R. Koch* **
10.18	Amended and Restated Indemnification Agreement, dated as of December 21, 2005, by and between The Hertz Corporation, Hertz Vehicles LLC, Hertz Funding Corp., Hertz General Interest LLC, and Hertz Vehicle Financing LLC**
10.19	Consulting Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, and Clayton, Dubilier & Rice, Inc.**
10.20	Consulting Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, and TC Group IV, L.L.C.**
10.21	Consulting Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, and Merrill Lynch Global Partners, Inc.**

198

10.22	Indemnification Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-Investor L.P., and Clayton, Dubilier & Rice, Inc.**
10.23	Indemnification Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l., and TC Group IV, L.L.C.**
10.24	Indemnification Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), The Hertz Corporation, ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P., ML Hertz Co-Investor, L.P., and Merrill Lynch Global Partners, Inc.**
10.25	Tax Sharing Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), CCMG Corporation, The Hertz Corporation, and Hertz International, Ltd.**
10.26	Tax Sharing Agreement, dated as of December 21, 2005, by and between CCMG Holdings, Inc. (now known as Hertz Global Holdings, Inc.), CCMG Corporation, and The Hertz Corporation**
10.27	Master Supply and Advertising Agreement, dated as of July 5, 2005, by and between Ford Motor Company, The Hertz Corporation and Hertz General Interest LLC (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of The Hertz Corporation filed with the Securities and Exchange Commission on July 11, 2005. Such Exhibit omits certain information that has been filed separately with the Securities and Exchange Commission and submitted pursuant to an application for confidential treatment.)
10.28	Employment letter agreement, dated as of July 10, 2006, between Hertz Global Holdings, Inc. and Mark P. Frissora (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of The Hertz Corporation filed with the Securities and Exchange Commission on August 14, 2006.)
10.29	Form of Director Indemnification Agreement (filed as the exhibit of the same number to Amendment No. 3 to our Registration Statement on Form S-1, filed on October 23, 2006)
10.30	Termination letter agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc. (formerly known as CCMG Holdings, Inc.), The Hertz Corporation and Clayton, Dubilier & Rice, Inc., terminating the Consulting Agreement, dated as of December 21, 2005, among Hertz Global Holdings, Inc., the Hertz Corporation and Clayton, Dubilier & Rice, Inc.
10.31	Termination letter agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc. (formerly known as CCMG Holdings, Inc.), The Hertz Corporation and TC Group IV, L.L.C., terminating the Consulting Agreement, dated as of December 21, 2005, among Hertz Global Holdings, Inc., the Hertz Corporation and TC Group IV, L.L.C.
10.32	Termination letter agreement, dated as of November 20, 2006, among Hertz Global Holdings, Inc. (formerly known as CCMG Holdings, Inc.), The Hertz Corporation and Merrill Lynch Global Partners, Inc., terminating the Consulting Agreement, dated as of December 21, 2005, among Hertz Global Holdings, Inc., the Hertz Corporation and Merrill Lynch Global Partners, Inc.

199

10.33	Hertz Global Holdings, Inc. Director Stock Incentive Plan* (filed as the exhibit of the same number to Amendment No. 6 to the Registration Statement on Form S-1 filed on November 7, 2006)
12	Computation of Consolidated Ratio of Earnings to Fixed Charges for the year ended December 31, 2006, the periods ended December 31, 2005 and December 20, 2005 and each of the three years in the period ended December 31, 2004.
21.1	List of subsidiaries
23.1	Consent of PricewaterhouseCoopers LLP
31.1-31.2	Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32.1-32.2	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

*Indicates management compensation plan.

**Incorporated by reference to the exhibit of the same number to the Current Report on Form 8-K of The Hertz Corporation, as filed on March 31, 2006.

As of December 31, 2006, we had various additional obligations which could be considered long-term debt, none of which exceeded 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.

Schedules and exhibits not included above have been omitted because the information required has been included in the financial statements or notes thereto or are not applicable or not required.

200

EX-3.1

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HERTZ GLOBAL HOLDINGS, INC.

HERTZ GLOBAL HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.             The name of the corporation is Hertz Global Holdings, Inc. (the “Corporation”).

2.             The Corporation was originally formed as CDRG Acquisition, LLC, a limited liability company formed under the jurisdiction of the State of Delaware on July 15, 2005.  An Amended and Restated Certificate of Formation changing CDRG Acquisition, LLC’s name to CCMG Acquisition, LLC was filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on August 12, 2005. A Certificate of Conversion, converting CCMG Acquisition, LLC into a corporation and changing its name to CCMG Holdings, Inc., and the original Certificate of Incorporation of the Corporation, were filed with the Secretary of State on August 31, 2005. An Amended and Restated Certificate of Incorporation was filed with the Secretary of State on December 19, 2005. A Certificate of Amendment, changing the name of the Corporation from CCMG Holdings, Inc. to Hertz Global Holdings, Inc. was filed with the Secretary of State on March 9, 2006.

3.             The Corporation’s Amended and Restated Certificate of Incorporation is hereby amended and restated pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, so as to read in its entirety in the form attached hereto as Exhibit A and incorporated herein by this reference (Exhibit A and this Certificate collectively constituting the Corporation’s Amended and Restated Certificate of Incorporation).

4.             The amendment and restatement of the Amended and Restated Certificate of Incorporation of the Corporation has been duly adopted in accordance with the provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation having adopted resolutions setting forth such amendment and restatement, declaring its advisability, and directing that it be submitted to the stockholders of the Corporation for their approval; and the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted having consented in writing to the adoption of such amendment and restatement.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amended and Restated Certificate of Incorporation of the Corporation on the 20th day of November, 2006.

HERTZ GLOBAL HOLDINGS, INC.
By:	/s/ Harold E. Rolfe
Name: Harold E. Rolfe
Title: Senior Vice President

EXHIBIT A

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

HERTZ GLOBAL HOLDINGS, INC.

FIRST.  Name.  The name of the corporation is Hertz Global Holdings, Inc. (the “Corporation”).

SECOND.  Registered Office.  The Corporation’s registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle 19801.  The name of its registered agent at such address is The Corporation Trust Company.

THIRD.  Purpose.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH.  Capital Stock.  The total number of shares of stock which the Corporation shall have authority to issue is 2,200,000,000 shares, consisting of:  (a) 2,000,000,000 shares of common stock, par value $0.01 per share (the “Common Stock”), and (b) 200,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), issuable in one or more series as hereinafter provided.

(a)           Common Stock.  Except as otherwise provided (i) by the General Corporation Law of the State of Delaware, (ii) by Section (b) of this Article Fourth, or (iii) by resolutions, if any, of the Board of Directors fixing the powers, designations, preferences and the relative, participating, optional or other rights of the Preferred Stock, or the qualifications, limitations or restrictions thereof, the entire voting power of the shares of the Corporation for the election of directors and for all other purposes shall be vested exclusively in the Common Stock.  Each share of Common Stock shall have one vote upon all matters to be voted on by the holders of the Common Stock, and shall be entitled to participate equally in all dividends payable with respect to the Common Stock and to share equally, subject to any rights and preferences of the Preferred Stock (as fixed by resolutions, if any, of the Board of Directors), in all assets of the Corporation, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, or upon any distribution of the assets of the Corporation.

(b)           Preferred Stock.  Subject to the provisions of this Amended and Restated Certificate of Incorporation, the Board of Directors is authorized to fix from time to time by resolution or resolutions the number of shares of any class or series of Preferred Stock, and to determine the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of any such class or series.  Further, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such class or series, the Board of Directors is authorized to increase or decrease

(but not below the number of shares of such class or series then outstanding) the number of shares of any such class or series subsequent to the issue of shares of that class or series.

FIFTH. Management of Corporation.  The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders:

(a)   The directors of the Corporation, subject to any rights of the holders of shares of any class or series of Preferred Stock to elect directors, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible. One class’s initial term will expire at the first annual meeting of the stockholders following the effectiveness of this Amended and Restated Certificate of Incorporation, another class’s initial term will expire at the second annual meeting of the stockholders following the effectiveness of this Amended and Restated Certificate of Incorporation and another class’s initial term will expire at the third annual meeting of stockholders following the effectiveness of this Amended and Restated Certificate of Incorporation, with directors of each class to hold office until their successors are duly elected and qualified, provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the filing of this Amended and Restated Certificate of Incorporation, subject to any rights of the holders of shares of any class or series of Preferred Stock, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.  In the case of any increase or decrease, from time to time, in the number of directors of the Corporation, the number of directors in each class shall be apportioned as nearly equal a possible.  No decrease in the number of directors shall shorten the term of any incumbent director.

(b)   Subject to any special rights of any holders of any class or series of Preferred Stock to elect directors, the precise number of directors of the Corporation shall be fixed, and may be altered from time to time, only by resolution of the Board of Directors.

(c)   Subject to this Article Fifth, the election of directors may be conducted in any manner approved by the officer of the Corporation presiding at a meeting of the stockholders or the directors, as the case may be, at the time when the election is held and need not be by written ballot.

(d)   Subject to any rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional directors under specified circumstances, a director may be removed from office only for cause and only by

the affirmative vote of holders of at least a majority of the votes to which all the stockholders of the Corporation would be entitled to cast in any election of directors or class of directors.

(e)   Subject to any rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional directors under specified circumstances, and except as otherwise provided by law, any vacancy in the Board of Directors that results from an increase in the number of directors, from the death, disability, resignation, disqualification, removal of any director or from any other cause shall be filled solely by a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director.

(f)    All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Amended and Restated Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors.

(g)   The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation.

(h)   To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, a director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  If the General Corporation Law of the State of Delaware is amended after the date of the filing of this Amended and Restated Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended from time to time.

(i)    To the fullest extent permitted by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended, the Corporation shall indemnify and advance expenses to the directors of the Corporation, provided that, except as otherwise provided in the By-Laws of the Corporation, the Corporation shall not be obligated to indemnify or advance expenses to a director of the Corporation in respect of an action, suit or proceeding (or part thereof) instituted by such director, unless such action, suit or proceeding (or part thereof) has been authorized by the Board of Directors.  The rights provided by this Article Fifth, Section (i) shall not limit or exclude any rights, indemnities or limitations of liability to which any director of the Corporation may be entitled, whether as a matter of law, under the By-Laws of the Corporation, by agreement, vote of the stockholders, approval of the directors of the Corporation or otherwise.

SIXTH.  Stockholder Action by Written Consent. If at any time Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l., ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P., ML Hertz Co-Investor, L.P. and their respective affiliates (collectively, the “Sponsors”) collectively beneficially own 50.0% or less of the outstanding shares of Common Stock, then any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders. The By-Laws may establish procedures regulating the submission by stockholders of nominations and proposals for consideration at meetings of stockholders of the Corporation.

SEVENTH  Special Meetings.  A special meeting of the stockholders of the Corporation for any purpose or purposes may be called only by or at the direction of the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors then in office, and any right of the stockholders of the Corporation to call a special meeting of the stockholders is specifically denied.

EIGHTH.  Business Opportunities.  To the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware and except as may be otherwise expressly agreed in writing by the Corporation and any Sponsor, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to any of the Sponsors or any of their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so and no such person shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation.  Any person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Eighth.  Neither the alteration, amendment or repeal of this Article Eighth nor the adoption of any provision of this Amended and Restated Certificate of Incorporation inconsistent with this Article Eighth shall eliminate or reduce the effect of this Article Eighth in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article Eighth, would accrue or arise, prior to such alteration, amendment, repeal or adoption.

NINTH.  Section 203 of the General Corporation Law.  The Corporation elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware, “Business Combinations With Interested Stockholders”, as permitted under and pursuant to subsection (b)(3) of the General Corporation Law of the State of Delaware.

TENTH.  Amendment.  The Corporation reserves the right to amend, alter or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware, and all rights herein conferred upon stockholders or directors are granted subject to this reservation, provided, however, that any amendment, alteration or repeal of Article Fifth, Section (h) or Section (i) shall not adversely affect any right or protection existing under this Amended and Restated Certificate of Incorporation immediately prior to such amendment, alteration or repeal, including any right or protection of a director thereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal, and provided, further that Articles Fifth, Sixth, Seventh, Eighth and Ninth shall not be amended, altered or repealed without the affirmative vote of holders of at least two-thirds of the votes to which all the stockholders of the Corporation would be entitled to cast in any election of directors or class of directors.

EX-3.2

Exhibit 3.2

HERTZ GLOBAL HOLDINGS, INC.

AMENDED AND RESTATED BY-LAWS

Table of Contents

Section	page
ARTICLE I STOCKHOLDERS	1
Section 1.01. Annual Meetings	1
Section 1.02. Special Meetings	1
Section 1.03. Participation in Meetings by Remote Communication	1
Section 1.04. Notice of Meetings; Waiver of Notice.	1
Section 1.05. Quorum	2
Section 1.06. Voting	2
Section 1.07. Voting Lists	3
Section 1.08. Adjournment	3
Section 1.09. Proxies	3
Section 1.10. Organization; Procedure; Inspection of Elections.	4
Section 1.11. Stockholder Action by Written Consent.	4
Section 1.12. Notice of Stockholder Proposals and Nominations	5
ARTICLE II BOARD OF DIRECTORS	8
Section 2.01. General Powers	8
Section 2.02. Number and Term of Office	9
Section 2.03. Annual and Regular Meetings: Notice	9
Section 2.04. Special Meetings; Notice	10
Section 2.05. Quorum	10
Section 2.06. Voting	10
Section 2.07. Adjournment	10
Section 2.08. Action Without a Meeting	10
Section 2.09. Regulations; Manner of Acting	11
Section 2.10. Action by Telephonic Communications	11
Section 2.11. Resignations	11
Section 2.12. Removal of Directors	11
Section 2.13. Vacancies and Newly Created Directorships	11
Section 2.14. Director Fees and Expenses	12
Section 2.15. Reliance on Accounts and Reports, etc	12
ARTICLE III EXECUTIVE AND GOVERNANCE COMMITTEE
AND OTHER COMMITTEES	12
Section 3.01. How Constituted	12
Section 3.02. Powers	12
Section 3.03. Proceedings	13
Section 3.04. Quorum and Manner of Acting	13
Section 3.05. Action by Telephonic Communications	14
Section 3.06. Resignations	14
Section 3.07. Removal	14

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Section 3.08. Vacancies	14
ARTICLE IV OFFICERS	14
Section 4.01. Number	14
Section 4.02. Election	15
Section 4.03. Salaries	15
Section 4.04. Removal and Resignation; Vacancies	15
Section 4.05. Authority and Duties of Officers	15
Section 4.06. Chairman of the Board	15
Section 4.07. Chief Executive Officer	15
Section 4.08. Vice President	16
Section 4.09. Secretary	16
Section 4.10. Chief Financial Officer	17
Section 4.11. Treasurer	17
Section 4.12. General Counsel	18
Section 4.13. Controller	18
Section 4.14. Additional Officers	18
Section 4.15. Security	18
ARTICLE V CAPITAL STOCK	18
Section 5.01. Certificates of Stock, Uncertificated Shares	18
Section 5.02. Signatures; Facsimile	19
Section 5.03. Lost, Stolen or Destroyed Certificates	19
Section 5.04. Transfer of Stock	19
Section 5.05. Registered Stockholders	19
Section 5.06. Transfer Agent and Registrar	19
ARTICLE VI INDEMNIFICATION	20
Section 6.01. Nature of Indemnity	20
Section 6.02. Successful Defense	20
Section 6.03. Determination That Indemnification Is Proper	20
Section 6.04. Advance of Expenses	21
Section 6.05. Procedure for Indemnification of Directors and Officers	21
Section 6.06. Contract Right; Non-Exclusivity; Survival.	22
Section 6.07. Insurance	22
Section 6.08. Subrogation	22
Section 6.09. Employees and Agents	22
Section 6.10. Interpretation, Severability	23
ARTICLE VII OFFICES	23

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Section 7.01. Registered Office	23
Section 7.02. Other Offices	23
ARTICLE VIII GENERAL PROVISIONS	23
Section 8.01. Dividends	23
Section 8.02. Reserves	23
Section 8.03. Execution of Instruments	24
Section 8.04. Voting as Stockholder	24
Section 8.05. Fiscal Year	24
Section 8.06. Seal	24
Section 8.07. Books and Records; Inspection	24
Section 8.08. Electronic Transmission	24
ARTICLE IX AMENDMENT OF BY-LAWS	24
Section 9.01. Amendment	24
ARTICLE X CONSTRUCTION	25
Section 10.01. Construction	25

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HERTZ GLOBAL HOLDINGS, INC.

BY-LAWS

As amended and restated on November 20, 2006

ARTICLE I

STOCKHOLDERS

Section 1.01.  Annual Meetings.  The annual meeting of the stockholders of the Corporation for the election of directors (each, a “Director”) to succeed Directors whose terms expire and for the transaction of such other business as properly may come before such meeting shall be held each year, either within or without the State of Delaware, at such place, if any, and on such date and at such time, as may be fixed from time to time by resolution of the Board of Directors and set forth in the notice or waiver of notice of the meeting, unless, subject to Section 1.11 of these By-Laws and the Certificate of Incorporation of the Corporation, the stockholders have acted by written consent to elect Directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).

Section 1.02.  Special Meetings.  Special meetings of the stockholders for any purpose may be called at any time only by or at the direction of the Board of Directors pursuant to a resolution adopted by a majority of the total number of Directors then in office.  Any special meeting of the stockholders shall be held at such place, if any, within or without the State of Delaware, and on such date and at such time, as shall be specified in such resolution.  The stockholders of the Corporation do not have the power to call a special meeting.

Section 1.03.  Participation in Meetings by Remote Communication.  The Board of Directors, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the DGCL and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication.  Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

Section 1.04.  Notice of Meetings; Waiver of Notice.

(a)  The Secretary or any Assistant Secretary shall cause notice of each meeting of stockholders to be given in writing in a manner permitted by the DGCL not less than ten nor more than 60 days prior to the meeting, to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL.  The notice shall specify (i) the place, if any, date and time of such meeting of the stockholders, (ii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, (iii) in the case of a special meeting, the purpose or purposes

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for which such meeting is called and (iv) such other information as may be required by law or as may be deemed appropriate by the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation.  If the stockholder list referred to in Section 1.07 of these By-Laws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed.  If a stockholder meeting is to be held solely by means of electronic communications, the notice of such meeting must provide the information required to access such stockholder list.

(b)  A written waiver of notice of meeting signed by a stockholder or a waiver by electronic transmission by a stockholder, whether given before or after the meeting, is deemed equivalent to notice.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in a waiver of notice.  The attendance of any stockholder at a meeting of stockholders is a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 1.05.  Quorum.  Except as otherwise required by law or by the Certificate of Incorporation, the presence in person or by proxy of the holders of record of a majority of the shares entitled to vote at a meeting of stockholders shall constitute a quorum for the transaction of business at such meeting, provided, however, that where a separate vote by a class or series is required, the holders of a majority in voting power of all issued and outstanding stock of such class or series entitled to vote on such matter, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter.  In the absence of a quorum, the stockholders so present may, by a majority in voting power thereof, adjourn the meeting from time to time in the manner provided in Section 1.08 of these By-laws until a quorum shall attend.

Section 1.06.  Voting.  Except as otherwise provided in the Certificate of Incorporation or by law, every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each such share outstanding in his or her name on the books of the Corporation at the close of business on the record date for such vote.  If no record date has been fixed for a meeting of stockholders, then every holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote (unless otherwise provided by the Certificate of Incorporation or by law) for each such share of stock outstanding in his or her name on the books of the Corporation at the close of business on the day next preceding the day on which notice of the meeting is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  Except as otherwise required by law, the Certificate of Incorporation, these By-Laws, the rules and regulations of any stock exchange applicable to the Corporation or pursuant to any other rule or regulation applicable to the Corporation or its stockholders, the vote of a majority of the shares entitled to vote at a meeting of stockholders on the subject matter in question represented in person or by proxy at any meeting at which a quorum is present shall be sufficient for the transaction of any business at such meeting.  The stockholders do not have the right to cumulate their votes for the election of Directors.

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Section 1.07.  Voting Lists.  The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of the stockholders (and before any adjournment thereof for which a new record date has been set), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  This list shall be open to the examination of any stockholder prior to and during the meeting for any purpose germane to the meeting in the manner required by the DGCL and other applicable law.  The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

Section 1.08.  Adjournment.  Any meeting of stockholders may be adjourned from time to time, by the chairperson of the meeting or by the vote of a majority of the shares of stock present in person or represented by proxy at the meeting, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the place, if any, and date and time thereof (and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting) are announced at the meeting at which the adjournment is taken unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting in accordance with Section 1.04 of these By-Laws shall be given to each stockholder of record entitled to vote at the meeting.  At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 1.09.  Proxies.  Any stockholder entitled to vote at any meeting of the stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.  A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature, or by transmitting or authorizing an electronic transmission setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent.  No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period.  Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable.  A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.  Proxies by electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder.  Any copy, facsimile telecommunication or other reliable reproduction of a writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

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Section 1.10.  Organization; Procedure; Inspection of Elections.

(a)  At every meeting of stockholders the presiding officer shall be the Chairman of the Board or, in the event of his or her absence or disability, the Chief Executive Officer or, in the event of his or her absence or disability, a presiding officer chosen by resolution of the Board of Directors.  The Secretary, or in the event of his or her absence or disability, the Assistant Secretary, if any, or if there be no Assistant Secretary, in the absence of the Secretary, an appointee of the presiding officer, shall act as secretary of the meeting.  The Board of Directors may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to any such rules and regulations, the presiding officer of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding officer are appropriate for the proper conduct of such meetings.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders or records of the Corporation, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants.  The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered.  Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(b)  Preceding any meeting of the stockholders, the Board of Directors may, and when required by law shall, appoint one or more persons to act as inspectors of elections, and may designate one or more alternate inspectors.  If no inspector or alternate so appointed by the Board of Directors is able to act, or if no inspector or alternate has been appointed and the appointment of an inspector is required by law, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.  No Director or nominee for the office of Director shall be appointed as an inspector of elections.  Each inspector, before entering upon the discharge of the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.  The inspectors shall discharge their duties in accordance with the requirements of applicable law.

Section 1.11.  Stockholder Action by Written Consent.

(a)  For so long as Clayton, Dubilier & Rice Fund VII, L.P., CDR CCMG Co-investor L.P., CD&R Parallel Fund VII, L.P., Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., CEP II U.S. Investments, L.P., CEP II Participations S.à.r.l., ML Global Private Equity Fund, L.P., Merrill Lynch Ventures L.P. 2001, CMC-Hertz Partners, L.P., ML Hertz Co-Investor, L.P. and their respective affiliates (collectively, the “Sponsors”) collectively own more

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than 50.0% of the outstanding shares of common stock of the Corporation (the “Common Stock”), then, to the fullest extent permitted by law and except as otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at an annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are:  (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and (ii) delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded within 60 days of the earliest dated consent so delivered to the Corporation.

(b)  Except as otherwise provided in the Certificate of Incorporation, if the Sponsors collectively own 50.0% or less of the outstanding shares of the Common Stock, then any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders.

(c)  If a stockholder action by written consent is permitted under these By-Laws and the Certificate of Incorporation, and the Board of Directors has not fixed a record date for the purpose of determining the stockholders entitled to participate in such consent to be given, then:  (i) if the DGCL does not require action by the Board of Directors prior to the proposed stockholder action, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation at any of the locations referred to in Section 1.11(a)(ii) of these By-Laws; and (ii) if the DGCL requires action by the Board of Directors prior to the proposed stockholder action, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.  Every written consent to action without a meeting shall bear the date of signature of each stockholder who signs the consent, and shall be valid if timely delivered to the Corporation at any of the locations referred to in Section 1.11(a)(ii) of these By-Laws.

(d)  The Secretary shall give prompt notice of the taking of an action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation in accordance with the DGCL.

Section 1.12.  Notice of Stockholder Proposals and Nominations.  (a) Annual Meetings of Stockholders.  (i) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (A) pursuant to the Corporation’s notice of the meeting (or any supplement thereto), (B) by or at the direction of the Board of Directors or a Committee appointed by the Board for such purpose, or (C) by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in clauses (ii) and (iii) of this

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Section 1.12(a) and who was a stockholder of record at the time such notice is delivered and at the date of the meeting.

(ii)           For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to subclause (C) of Section 1.12(a)(i) of these By-Laws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and any such proposed business other than nominations must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not fewer than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (which anniversary date, in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial underwritten public offering of common stock, shall be deemed to be May 15, 2007); provided that if the date of the annual meeting is advanced by more than 30 days or delayed by more than 70 days from such anniversary date of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made.  Such stockholder’s notice shall set forth (A) as to each person whom the stockholder proposes to nominate for election or re-election as a Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder, or any successor provisions, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting (including the text of any resolution proposed for consideration and if such business includes proposed amendments to the Certificate of Incorporation or By-Laws, the text of the proposed amendments), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and of any beneficial owner on whose behalf the proposal is made; and (C) as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination or proposal is made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (3) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (4) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act, and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies

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for such annual meeting. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a Director of the Corporation.  In addition, a stockholder seeking to bring an item of business before the annual meeting shall promptly provide any other information reasonably requested by the Corporation.

(iii)          Notwithstanding anything in the second sentence of Section 1.12(a)(ii) of these By-Laws to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for Director or specifying the size of the increased Board of Directors made by the Corporation at least 70 days prior to the first anniversary of the preceding year’s annual meeting (which anniversary date, in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial underwritten public offering of common stock, shall be deemed to be May 15, 2007), a stockholder’s notice under this Section 1.12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(b)  Special Meetings of Stockholders.  Only such business as shall have been brought before the special meeting of the stockholders pursuant to the Corporation’s notice of meeting shall be conducted at such meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) provided that the Board of Directors has determined that the Directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who complies with the notice procedures set forth in this Section 1.12(b) and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more Directors of the Corporation, any stockholder entitled to vote at such meeting may nominate a person or persons, as the case may be, for election to such position(s) as specified by the Corporation, if the stockholder’s notice as required by Section 1.12(a)(ii) of these By-Laws shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the 120 days prior to such special meeting and not later than the close of business on the later of the ninetieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(c)  General.

(i)  Except as otherwise provided by law, the Certificate of Incorporation or these By-Laws, the presiding officer of a meeting of stockholders shall have the power and duty (x) to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 1.12 (including whether the

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stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made, solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(ii)(C)(4) of this Section 1.12), and (y) if any proposed nomination or business is not in compliance with this Section 1.12, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.

(ii)           If the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 1.12 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and/or the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation.  For purposes of this Section 1.12, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(iii)          For purposes of this Section 1.12, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(iv)          Notwithstanding the foregoing provisions of this Section 1.12, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.12.  Nothing in this Section 1.12 shall be deemed to affect any rights of (x) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (y) the holders of any series of preferred stock to elect Directors pursuant to any applicable provisions of the Certificate of Incorporation or of the relevant preferred stock certificate of designation.

(v)  The announcement of an adjournment or postponement of an annual or special meeting does not commence a new time period (and does not extend any time period) for the giving of notice of a stockholder nomination or a stockholder proposal as described above.

ARTICLE II

BOARD OF DIRECTORS

Section 2.01.  General Powers.  Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers and authority of the Corporation.

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Section 2.02.  Number and Term of Office.  The number of Directors, subject to any rights of the holders of shares of any class or series of Preferred Stock, shall initially be 13, classified (including Directors in office as of the date hereof) with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible, which number may be modified (but not reduced to less than three) from time to time exclusively by resolution of the Board of Directors, subject to the terms of the Amended and Restated Stockholders Agreement among the Corporation and certain of its stockholders, dated as of November 20, 2006 (as amended from time to time, the “Stockholders Agreement”) and any rights of the holders of shares of any class or series of Preferred Stock, if in effect.  One class’s initial term will expire at the first annual meeting of the stockholders following the date hereof, another class’s initial term will expire at the second annual meeting of the stockholders following the date hereof and another class’s initial term will expire at the third annual meeting of stockholders following the date hereof, with Directors of each class to hold office until their successors are duly elected and qualified, provided that the term of each Director shall continue until the election and qualification of a successor and be subject to such Director’s earlier death, resignation or removal. At each annual meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the date hereof, subject to any rights of the holders of shares of any class or series of Preferred Stock, the successors of the Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.  In the case of any increase or decrease, from time to time, in the number of Directors of the Corporation, the number of Directors in each class shall be apportioned as nearly equal a possible.  No decrease in the number of Directors shall shorten the term of any incumbent Director.  At each meeting of the stockholders for the election of Directors, provided a quorum is present, the Directors shall be elected by a plurality of the votes validly cast in such election.

Section 2.03.  Annual and Regular Meetings: Notice.  The annual meeting of the Board of Directors for the purpose of electing officers and for the transaction of such other business as may come before the meeting shall be held as soon as possible following adjournment of the annual meeting of the stockholders either (i) at the place of such annual meeting of the stockholders, in which event notice of such annual meeting of the Board of Directors need not be given, or (ii) at such other time and place as shall have been specified in advance notice given to members of the Board of Directors of the date, place and time of such meeting.  Any such notice shall be given at least 48 hours in advance if sent by to each Director by facsimile or any form of electronic transmission previously approved by a Director, which approval has not been revoked (“Approved Electronic Transmission”), or delivered to him or her personally, or at least five days’ in advance, if notice is mailed to each Director, addressed to him or her at his or her usual place of business or other designated address.  Any such notice need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

The Board of Directors from time to time may by resolution provide for the holding of regular meetings and fix the place (which may be within or without the State of Delaware) and the date and time of such meetings.  Advance notice of regular meetings need not be given; provided if the Board of Directors shall fix or change the time or place of any regular

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meeting, notice of such action shall be given to each member of the Board of Directors of the place, date and time of such meetings which shall be at least 48 hours’ notice, if such notice is sent by facsimile or Approved Electronic Transmission, to each Director, or delivered to him or her personally, or at least five days’ notice, if such notice is mailed to each Director, addressed to him or her at his or her usual place of business or other designated address.  Notice of such a meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice, whether before or after such meeting.

Section 2.04.  Special Meetings; Notice.  Special meetings of the Board of Directors shall be held whenever called by any member of the Board of Directors, at such place (within or without the State of Delaware), date and time as may be specified in the respective notices or waivers of notice of such meetings.  Special meetings of the Board of Directors may be called on 48 hours’ notice, if such notice is sent by facsimile or Approved Electronic Transmission, to each Director, or delivered to him or her personally, or on five days’ notice, if notice is mailed to each Director, addressed to him or her at his or her usual place of business or other designated address.  Notice of any special meeting need not be given to any Director who attends such meeting without protesting the lack of notice to him or her, prior to or at the commencement of such meeting, or to any Director who submits a signed waiver of notice (including by electronic transmission), whether before or after such meeting.  Any business may be conducted at a special meeting.

Section 2.05.  Quorum.  A quorum for meetings of the Board of Directors shall consist of a majority of the total authorized membership of the Board of Directors, subject to the requirements under the Stockholders Agreement (if in effect).

Section 2.06.  Voting.  Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the vote of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, subject to the approval requirements under the Stockholders Agreement (if in effect).

Section 2.07.  Adjournment.  A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting of the Board of Directors to another date, time or place, provided such adjourned meeting is no earlier than 48 hours after written notice (in accordance with these By-Laws) of such postponement has been given to the Directors (or such notice is waived in accordance with these By-Laws), and, at any such postponed meeting, a quorum shall consist of a majority of the total authorized membership of the Board of Directors, subject to the requirements under the Stockholders Agreement  (if in effect).

Section 2.08.  Action Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by Approved Electronic Transmission, and such writing or writings or Approved Electronic Transmissions are filed with the minutes of proceedings of the Board of Directors.  Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 2.09.  Regulations; Manner of Acting.  To the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws, the Board of Directors may adopt such rules and regulations for the conduct of meetings of the Board of Directors and for the management of the property, affairs and business of the Corporation as the Board of Directors may deem appropriate.  In addition to the election of the Chairman of the Board, the Board may elect one or more vice-chairpersons or lead Directors to perform such other duties as may be designated by the Board.

Section 2.10.  Action by Telephonic Communications.  Members of the Board of Directors may participate in a meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 2.11.  Resignations.  Any Director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation to the Chairman of the Board, the Chief Executive Officer or the Secretary.  Such resignation shall take effect upon delivery unless the resignation specifies a later effective date or an effective date determined upon the happening of a specific event.

Section 2.12.  Removal of Directors.  Subject to the rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional Directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder), any Director may be removed only for cause, upon affirmative vote of holders of at least a majority of the votes to which all the stockholders of the Corporation would be entitled to cast in any election of Directors or class of Directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these By-Laws, provided that for so long as the Stockholders Agreement is in effect, the removal of any Director shall also be subject to the requirements under the Stockholders Agreement.

Section 2.13.  Vacancies and Newly Created Directorships.  Subject to the rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional Directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder), any vacancy in the Board of Directors that results from the death, disability, resignation, disqualification, removal of any Director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of Directors then in office, even if less than a quorum, or by a sole remaining Director, provided that for so long as the Stockholders Agreement is in effect, the removal of any Director shall also be subject to the requirements under the Stockholders Agreement.  Any Director filling a vacancy shall be of the same class as that of the Director whose death, resignation, disqualification, removal or other event caused the vacancy, and any Director filling a newly created directorship shall be of the class specified by the Board of Directors at the time the newly created directorships were created.  A Director elected to fill a vacancy or newly created Directorship shall hold office until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal.

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Section 2.14.  Director Fees and Expenses.  The amount, if any, which each Director shall be entitled to receive as compensation for his or her services shall be fixed from time to time by the Board of Directors, subject to the Stockholders Agreement (if then if effect).  The Corporation will cause each non-employee Director serving on the Board of Directors to be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him or her in connection with such service.

Section 2.15.  Reliance on Accounts and Reports, etc.  A Director, or a member of any Committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or Committees designated by the Board of Directors, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE III

EXECUTIVE AND GOVERNANCE COMMITTEE
AND OTHER COMMITTEES

Section 3.01.  How Constituted.  The Board of Directors shall have an Executive and Governance Committee, a Compensation Committee, an Audit Committee and such other committees as the Board of Directors may determine (collectively, the “Committees”).  For so long as the Stockholders Agreement is in effect, the Executive and Governance Committee shall consist of the Chairman of the Board and such other members required pursuant to Section 2.1(d) of the Stockholders Agreement.  Each other Committee shall consist of at least three Directors, selected in accordance with Section 2.1(d) of the Stockholders Agreement (if in effect).  Selection and removal of the chairman of the Executive and Governance Committee shall be subject to Section 2.1(d) of the Stockholders Agreement (if in effect).  Subject to this Section 3.01 and the Stockholders Agreement (if in effect), each Committee shall consist of such number of Directors as from time to time may be fixed by a majority of the total authorized membership of the Board of Directors, and any Committee may be abolished or re-designated from time to time by the Board of Directors. Each member of any such Committee (whether designated at an annual meeting of the Board of Directors or to fill a vacancy or otherwise) shall hold office until his or her successor shall have been designated or until he or she shall cease to be a Director, or until his or her earlier death, resignation or removal.

Section 3.02.  Powers.  Each Committee shall have such powers and responsibilities as the Board of Directors may from time to time authorize.  During the intervals between the meetings of the Board of Directors, the Executive and Governance Committee, except as otherwise provided in this Section 3.02 or required by the DGCL, shall have and may exercise all the powers and authority of the Board of Directors in the management of the property, affairs and business of the Corporation.  Each such other Committee, except as otherwise provided in this Section 3.02, shall have and may exercise such powers of the Board of Directors as may be

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provided by resolution or resolutions of the Board of Directors.  Neither the Executive and Governance Committee nor any other Committee shall have the power or authority:

(a)  to amend the Certificate of Incorporation (except that a Committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors as provided in Section 151(a) of the DGCL, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series);

(b)  to adopt an agreement of merger or consolidation or a certificate of ownership and merger;

(c)  to recommend to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets;

(d)  to recommend to the stockholders a dissolution of the Corporation or a revocation of a dissolution; or

(e)  to amend these By-Laws of the Corporation.

The Executive and Governance Committee shall have, and any such other Committee may be granted by the Board of Directors, power to authorize the seal of the Corporation to be affixed to any or all papers which may require it.

Section 3.03.  Proceedings.  Each Committee may fix its own rules of procedure and may meet at such place (within or without the State of Delaware), at such time and upon such notice, if any, as it shall determine from time to time, provided that the Board of Directors may adopt other rules and regulations for the governance of any Committee not inconsistent with the provisions of these By-Laws and the Stockholders Agreement (if in effect).  Each such Committee shall keep minutes of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors following any such proceedings.

Section 3.04.  Quorum and Manner of Acting.  Except as may be otherwise provided in the resolution creating such Committee, at all meetings of any Committee the presence of members constituting a majority of the total authorized membership of such Committee shall constitute a quorum for the transaction of business.  The act of the majority of the members present at any meeting at which a quorum is present shall be the act of such Committee, subject to any requirements under the Stockholders Agreement (if in effect).  Any action required or permitted to be taken at any meeting of any such Committee may be taken without a meeting, if all members of such Committee shall consent to such action in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Committee.  Such filing shall be in paper form if the

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minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.  The members of any such Committee shall act only as a Committee, and the individual members of such Committee shall have no power as such.

Section 3.05.  Action by Telephonic Communications.  Members of any Committee designated by the Board of Directors may participate in a meeting of such Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.06.  Resignations.  Any member of any Committee may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation to the Chairman of the Board, the Chief Executive Officer or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.07.  Removal.  Any member of any Committee may be removed from his or her position as a member of such Committee at any time, either for or without cause, by resolution adopted by a majority of the whole Board of Directors, provided that for so long as the Stockholders Agreement is in effect, the removal of any member of a Committee shall be subject to the requirements under the Stockholders Agreement.

Section 3.08.  Vacancies.  If any vacancy shall occur in any Committee, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall continue to act, and any such vacancy may be filled by the Board of Directors subject to Section 3.01 of these By-Laws and the Stockholders Agreement (if in effect).

ARTICLE IV

OFFICERS

Section 4.01.  Number.  The officers of the Corporation shall be chosen by the Board of Directors in accordance with the Stockholders Agreement (if in effect) and, subject to the last sentence of this Section 4.01, shall be a Chairman of the Board, a Chief Executive Officer, one or more Vice Presidents, a Secretary, a Chief Financial Officer, a Treasurer, a General Counsel and a Controller, and any other officers appointed pursuant to Section 4.14.  The Board of Directors also may elect and the Chief Executive Officer may appoint one or more Assistant Secretaries, Assistant Treasurers and Assistant Controllers in such numbers as the Board of Directors or the Chief Executive Officer may determine who shall have such authority, exercise such powers and perform such duties as may be specified in these By-Laws or determined by the Board of Directors.  Any number of offices may be held by the same person, except that one person may not hold both the office of Chief Executive Officer and Secretary.  The Board may, subject to the Stockholders Agreement (if in effect), determine that the Chairman of the Board will not be an officer of the Corporation.  The Chairman of the Board (whether or not an officer) shall be a Director, but no other officer need be a Director.

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Section 4.02.  Election.  Unless otherwise determined by the Board of Directors, the officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board of Directors, and shall be elected to hold office until the next succeeding annual meeting of the Board of Directors at which his or her successor has been elected and qualified.  In the event of the failure to elect officers at such annual meeting, officers may be elected at any regular or special meeting of the Board of Directors.  Each officer shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.  For so long as the Stockholders Agreement is in effect, the election of the Chairman of the Board and the Chief Executive Officer shall be subject to the terms of the Stockholders Agreement.

Section 4.03.  Salaries.  Except as otherwise determined by the Board of Directors, the salaries of all officers of the Corporation shall be fixed by the Compensation Committee, or, if not so fixed by the Compensation Committee, by the Board of Directors.

Section 4.04.  Removal and Resignation; Vacancies.  Any officer may be removed for or without cause at any time solely by the Board of Directors.  Any officer may resign at any time by delivering notice of resignation, either in writing signed by such officer or by electronic transmission, to the Chairman of the Board, the Chief Executive Officer or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.  For so long as the Stockholders Agreement is in effect, the removal of the Chairman of the Board and the Chief Executive Officer, and the filling of vacancy in such positions, shall be subject to the terms of the Stockholders Agreement.

Section 4.05.  Authority and Duties of Officers.  The officers of the Corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these By-Laws or in a resolution of the Board of Directors, except that in any event each officer shall exercise such powers and perform such duties as may be required by law.

Section 4.06.  Chairman of the Board.  The Chairman of the Board shall preside at all meetings of the Board of Directors and stockholders at which he or she is present.

Section 4.07.  Chief Executive Officer.  The Chief Executive Officer shall, subject to the direction of the Board of Directors, be the chief executive officer of the Corporation, shall have general control and supervision of the policies and operations of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.  He or she shall manage and administer the Corporation’s business and affairs and shall also perform all duties and exercise all powers usually pertaining to the office of a chief executive officer, president or chief operating officer, of a corporation, including, without limitation under the DGCL.  He or she shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and any other documents and instruments in connection with the business of the Corporation, and together with the Secretary or an Assistant Secretary, conveyances of real estate and other documents and instruments to which the seal of the Corporation may need to be affixed.  Except as otherwise determined by the Board of Directors and subject to the Stockholders Agreement (if in effect), he or she shall have the authority to

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cause the employment or appointment of such employees (other than the Chief Executive Officer) and agents of the Corporation as the conduct of the business of the Corporation may require, to fix their compensation and to remove or suspend any such employees or agents elected or appointed by the Chief Executive Officer or the Board of Directors.  The Chief Executive Officer shall perform such other duties and have such other powers as the Board of Directors or the Chairman of the Board may from time to time prescribe.

Section 4.08.  Vice President.  Except as otherwise determined by the Board of Directors, each Vice President shall perform such duties and exercise such powers as may be assigned to him or her from time to time by the Chief Executive Officer.  Except as otherwise determined by the Board of Directors, in the absence of the Chief Executive Officer, the duties of the Chief Executive Officer shall be performed and his or her powers may be exercised by such Vice President as shall be designated by the Chief Executive Officer, or failing such designation, such duties shall be performed and such powers may be exercised by each Vice President in the order of their earliest election to that office; subject in any case to review and superseding action by the Chief Executive Officer.

Section 4.09.  Secretary.  Except as otherwise determined by the Board of Directors, the Secretary shall have the following powers and duties:

(a)  He or she shall keep or cause to be kept a record of all the proceedings of the meetings of the stockholders and of the Board of Directors and all Committees of which a secretary has not been appointed in books provided for that purpose.

(b)  He or she shall cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by law.

(c)  Whenever any Committee shall be appointed pursuant to a resolution of the Board of Directors, he or she shall furnish a copy of such resolution to the members of such Committee.

(d)  He or she shall be the custodian of the records and of the seal of the Corporation and cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the Corporation prior to the issuance thereof and to all instruments the execution of which on behalf of the Corporation under its seal shall have been duly authorized in accordance with these By-Laws, and when so affixed he or she may attest the same.

(e)  He or she shall properly maintain and file all books, reports, statements, certificates and all other documents and records required by law, the Certificate of Incorporation or these By-Laws.

(f)  He or she shall have charge of the stock books and ledgers of the Corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the Corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of

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record of such shares, the number of shares held by each holder and the date as of which each became such holder of record.

(g)  He or she shall sign (unless the Treasurer, an Assistant Treasurer or an Assistant Secretary shall have signed) certificates representing shares of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(h)  He or she shall perform, in general, all duties incident to the office of secretary and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors, or the Chief Executive Officer.

Section 4.10.  Chief Financial Officer.  Except as otherwise determined by the Board of Directors, the Chief Financial Officer shall be the chief financial officer of the Corporation and shall have the following powers and duties:

(a)  He or she shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the Corporation, and shall keep or cause to be kept full and accurate records of all receipts of the Corporation.

(b)  He or she shall render to the Board of Directors, whenever requested, a statement of the financial condition of the Corporation and of all his or her transactions as Chief Financial Officer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.

(c)  He or she shall be empowered from time to time to require from all officers or agents of the Corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the Corporation.

(d)  He or she shall perform, in general, all duties incident to the office of chief financial officer and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors or the Chairman of the Board.

Section 4.11.  Treasurer.  Except as otherwise determined by the Board of Directors, the Treasurer shall have the following powers and duties:

(a)  He or she may sign (unless an Assistant Treasurer or the Secretary or an Assistant Secretary shall have signed) certificates representing stock of the Corporation the issuance of which shall have been authorized by the Board of Directors.

(b)  He or she shall perform, in general, all duties incident to the office of treasurer and such other duties as may be specified in these By-Laws or as may be assigned to him or her from time to time by the Board of Directors, the Chairman of the Board or the Chief Financial Officer.

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Section 4.12.  General Counsel.  Except as otherwise determined by the Board of Directors, the General Counsel shall have the following powers and duties:

(a)  He or she shall have general supervision of all matters of a legal nature concerning the Corporation.

(b)  He or she shall perform all such duties incident to his or her office and such other duties as may be specified in these By-Laws or as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 4.13.  Controller.  Except as otherwise determined by the Board of Directors, the Controller shall have the following powers and duties:

(a)  He or she shall keep and maintain the books of account of the Corporation in such manner that they fairly present the financial condition of the Corporation and its subsidiaries.

(b)  He or she shall perform all such duties incident to the office of controller and such other duties as may be specified in these By-Laws or as may be assigned to him or her by the Board of Directors, the Chairman of the Board, or the Chief Financial Officer.

Section 4.14.  Additional Officers.  The Board of Directors may appoint such other officers and agents as it may deem appropriate, and such other officers and agents shall hold their offices for such terms and shall exercise such powers and perform such duties as may be determined from time to time by the Board of Directors.  The Board of Directors from time to time may delegate to any officer or agent the power to appoint subordinate officers or agents and to prescribe their respective rights, terms of office, authorities and duties.  Any such officer or agent may remove any such subordinate officer or agent appointed by him or her, for or without cause.

Section 4.15.  Security.  The Board of Directors may require any officer, agent or employee of the Corporation to provide security for the faithful performance of his or her duties, in such amount and of such character as may be determined from time to time by the Board of Directors.

ARTICLE V

CAPITAL STOCK

Section 5.01.  Certificates of Stock, Uncertificated Shares.  The shares of the Corporation shall be represented by certificates, except to the extent that the Board of Directors has provided by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Every holder of stock in the Corporation represented by certificates shall be entitled to have, and the Board may in its sole discretion permit a holder of uncertificated shares to receive upon request a

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certificate signed by the appropriate officers of the Corporation, representing the number of shares registered in certificate form.  Such certificate shall be in such form as the Board of Directors may determine, to the extent consistent with applicable law, the Certificate of Incorporation and these By-Laws.

Section 5.02.  Signatures; Facsimile.  All signatures on the certificates referred to in Section 5.01 of these By-Laws may be in facsimile, engraved or printed form, to the extent permitted by law.  In case any officer, transfer agent or registrar who has signed, or whose facsimile, engraved or printed signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 5.03.  Lost, Stolen or Destroyed Certificates.  A new certificate may be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, only upon delivery to Corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or undertaking as may be satisfactory to a financial officer of the Corporation to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 5.04.  Transfer of Stock.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.  Within a reasonable time after the transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the DGCL.  Subject to the provisions of the Certificate of Incorporation and these By-Laws, the Board of Directors may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the Corporation.

Section 5.05.  Registered Stockholders.  Prior to due surrender of a certificate for registration of transfer, the Corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the Corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the Corporation shall have notice of such claim or interests, provided that if a transfer of shares shall be made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the Corporation to do so.

Section 5.06.  Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

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ARTICLE VI

INDEMNIFICATION

Section 6.01.  Nature of Indemnity.  The Corporation shall indemnify, to the fullest extent permitted by the DGCL and other applicable law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “proceeding”), by reason of the fact that he or she is or was or has agreed to become a Director or officer of the Corporation, or while serving as a Director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a Director, officer, employee, manager or agent of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such proceeding and any appeal therefrom, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding had no reasonable cause to believe his or her conduct was unlawful; provided that in the case of an action or suit by or in the right of the Corporation to procure a judgment in its favor (i) such indemnification shall be limited to expenses (including attorneys’ fees) actually and reasonably incurred by such person in the defense or settlement of such action or suit, and (ii) no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper. Notwithstanding the foregoing, but subject to Section 6.05 of these By-Laws, the Corporation shall not be obligated to indemnify a Director or officer of the Corporation in respect of a proceeding (or part thereof) instituted by such Director or officer, unless such proceeding (or part thereof) has been authorized in the specific case by the Board of Directors.

The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal proceeding, had reasonable cause to believe that his or her conduct was unlawful.

Section 6.02.  Successful Defense.  To the extent that a present or former Director or officer of the Corporation has been successful on the merits or otherwise in defense of any proceeding referred to in Section 6.01 of these By-Laws or in defense of any claim, issue or matter therein, he or she shall be indemnified by the Corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.

Section 6.03.  Determination That Indemnification Is Proper.  Any indemnification of a present or former Director or officer of the Corporation under Section 6.01 of these By-Laws

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(unless ordered by a court) shall be made by the Corporation only upon a determination that indemnification of such person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws.  Any such determination shall be made, with respect to a person who is a Director or officer at the time of such determination (i) by a majority vote of the Directors who are not parties to such proceeding, even though less than a quorum, or (ii) by a Committee of such Directors designated by majority vote of such Directors, even though less than a quorum, or (iii) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (iv) by the stockholders.

Section 6.04.  Advance of Expenses.  Expenses (including attorneys’ fees) incurred by a present or former Director or officer in defending any civil, criminal, administrative or investigative proceeding shall be paid by the Corporation prior to the final disposition of such proceeding upon written request by such person and delivery of an undertaking by such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation under this Article or applicable law; provided that the Board of Directors may not require such Director or officer to post any bond or otherwise provide any security for such undertaking.  The Corporation or, in respect of a present Director or officer, the Board of Directors may authorize the Corporation’s counsel to represent (subject to applicable conflict of interest considerations) such present or former Director or officer in any proceeding, whether or not the Corporation is a party to such proceeding.

Section 6.05.  Procedure for Indemnification of Directors and Officers.  Any indemnification of a Director or officer of the Corporation under Sections 6.01 and 6.02 of these By-Laws, or advance of expenses to such persons under Section 6.04 of these By-Laws, shall be made promptly, and in any event within 30 days, upon the written request by or on behalf of such person (together with supporting documentation).  If a determination by the Corporation that such person is entitled to indemnification pursuant to this Article is required, and the Corporation fails to respond within 60 days to a written request for indemnity, the Corporation shall be deemed to have approved such request.  If the Corporation denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article shall be enforceable by such person in any court of competent jurisdiction.  Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation.  It shall be a defense to any such action (other than an action brought to enforce a claim for the advance of costs, charges and expenses under Section 6.04 of these By-Laws where the required undertaking, if any, has been received by or tendered to the Corporation) that the claimant has not met the standard of conduct set forth in Section 6.01 of these By-Laws, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors or any Committee thereof, its independent legal counsel, and its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.01 of these By-Laws, nor the fact that there has been an actual determination by the Corporation (including its Board of Directors or any Committee thereof, its independent legal counsel, and its stockholders) that the claimant

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has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 6.06.  Contract Right; Non-Exclusivity; Survival.

(a)  The rights to indemnification and advancement of expenses provided by this Article shall be deemed to be separate contract rights between the Corporation and each Director and officer who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DGCL are in effect and any repeal or modification thereof shall not adversely affect any right or obligation then existing with respect to any state of facts then or previously existing or any proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts.  Such “contract rights” may not be modified retroactively as to any present or former Director or officer without the consent of such Director or officer.

(b)  The rights to indemnification and advancement of expenses provided by this Article shall continue as to a person who has ceased to be a Director or officer and shall not be deemed exclusive of any other rights to which a present or former Director or officer of the Corporation seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested Directors, or otherwise.

(c)  The rights to indemnification and advancement of expenses provided by this Article to any present or former Director or officer shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 6.07.  Insurance.  The Corporation shall purchase and maintain insurance on behalf of any person who is or was or has agreed to become a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her or on his or her behalf in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article, provided that such insurance is available on commercially reasonable terms consistent with then prevailing rates in the insurance market.

Section 6.08.  Subrogation.  In the event of payment under this Article VI, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee, who shall execute all documents, and do all acts, that as the Corporation may reasonably request to secure such rights, including the execution of such documents as the Corporation may reasonably request to enable the Corporation effectively to bring suit to enforce such rights.

Section 6.09.  Employees and Agents.  The Board, or any officer authorized by the Board generally or in the specific case to make indemnification decisions, may cause the Corporation to indemnify any present or former employee or agent of the Corporation in such manner and for

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such liabilities as the Board may determine, up to the fullest extent permitted by the DGCL and other applicable law.

Section 6.10.  Interpretation, Severability.  Terms defined in Sections 145(h) or (i) of the DGCL have the meanings set forth in such sections when used in this Article.  If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Director or officer as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any proceeding, whether civil, criminal, administrative, investigative or otherwise, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VII

OFFICES

Section 7.01.  Registered Office.  The registered office of the Corporation in the State of Delaware shall be located at the location provided in the Certificate of Incorporation of the Corporation.

Section 7.02.  Other Offices.  The Corporation may maintain offices or places of business at such other locations within or without the State of Delaware as the Board of Directors may from time to time determine or as the business of the Corporation may require.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01.  Dividends.  Subject to any applicable provisions of law and the Certificate of Incorporation, dividends upon the shares of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board of Directors and any such dividend may be paid in cash, property, or shares of the Corporation’s capital stock.

A member of the Board of Directors, or a member of any Committee designated by the Board of Directors shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or Committees of the Board of Directors, or by any other person as to matters the Director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities and/or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

Section 8.02.  Reserves.  There may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its

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absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Corporation’s stockholders and the Board of Directors may similarly modify or abolish any such reserve.

Section 8.03.  Execution of Instruments.  Except as otherwise provided by law or the Certificate of Incorporation, the Board of Directors or the Chief Executive Officer may authorize the Chief Executive Officer or any other officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation.  Any such authorization may be general or limited to specific contracts or instruments.

Section 8.04.  Voting as Stockholder.  Unless otherwise determined by resolution of the Board of Directors, the Chairman of the Board or the Chief Executive Officer or any Vice President shall have full power and authority on behalf of the Corporation to attend any meeting of stockholders of any corporation in which the Corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock at any such meeting, or through action without a meeting.  The Board of Directors may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.

Section 8.05.  Fiscal Year.  The fiscal year of the Corporation shall commence on the first day of January of each year and shall terminate in each case on December 31.

Section 8.06.  Seal.  The seal of the Corporation shall be circular in form and shall contain the name of the Corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”.  The form of such seal shall be subject to alteration by the Board of Directors.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 8.07.  Books and Records; Inspection.  Except to the extent otherwise required by law, the books and records of the Corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board of Directors.

Section 8.08.  Electronic Transmission.  “Electronic transmission”, as used in these By-laws, means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 9.01.  Amendment.  Subject to the provisions of the Certificate of Incorporation, these By-Laws may be amended, altered or repealed:

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(a)  by resolution adopted by a majority of the Board of Directors if at any special or regular meeting of the Board of Directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or

(b)  at any regular or special meeting of the stockholders upon the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of the Corporation entitled to vote in any election of Directors or class of Directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, provided, that Sections 1.02, 1.11, 1.12, 2.02, 2.12, 2.13, Article VI and this Section 9.01 shall not be amended, altered or repealed pursuant to this Section 9.01(b) without the affirmative vote of holders of at least two-thirds of the votes to which all the stockholders of the Corporation would be entitled to cast in any election of Directors or class of Directors.

Notwithstanding the foregoing, (x) no amendment to the Stockholders Agreement (whether or not such amendment modifies any provision of the Stockholders Agreement to which these By-Laws are subject) shall be deemed an amendment of these By-Laws for purposes of this Section 9.01 and (y) no amendment, alteration or repeal of Article VI shall adversely affect any right or protection existing under these By-Laws immediately prior to such amendment, alteration or repeal, including any right or protection of a Director thereunder in respect of any act or omission occurring prior to the time of such amendment.

ARTICLE X

CONSTRUCTION

Section 10.01.  Construction.  In the event of any conflict between the provisions of these By-Laws as in effect from time to time and the provisions of the Certificate of Incorporation of the Corporation as in effect from time to time, the provisions of such Certificate of Incorporation shall be controlling.

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EX-4.6.8

Exhibit 4.6.8

SECOND AMENDMENT

TO

CREDIT AGREEMENT

This SECOND AMENDMENT, dated as of February 9, 2007 (this “Amendment”) is entered into among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as administrative agent (the “Administrative Agent”), and the other parties signatory hereto.

WHEREAS, the Parent Borrower has entered into that certain CREDIT AGREEMENT, dated as of December 21, 2005 (as it may be amended, amended and restated, supplemented or otherwise modified (including as amended by that certain Amendment to Credit Agreement, dated as of June 30, 2006), the “Credit Agreement”) among the Parent Borrower, the Lenders from time to time party thereto, the Administrative Agent, DBNY, as collateral agent,  LEHMAN COMMERCIAL PAPER INC., as syndication agent, and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, as documentation agent.

WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement;

WHEREAS, the Parent Borrower has requested that the Credit Agreement be amended as more fully set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Parent Borrower, the Lenders and the Administrative Agent agree as follows:

ARTICLE ONE:  AMENDMENTS

As of the Amendment Effective Date (as defined in Article Two hereof), the Credit Agreement shall be amended as set forth in this Article One.

1.Section 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in such Section the following definition in its appropriate alphabetical order:

“Second Amendment Effective Date”:  February 9, 2007.

2.The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting such definition in its entirety as replacing it with the following:

“Applicable Margin”:  (a) 0.75% per annum with respect to ABR Loans and 1.75% per annum with respect to Eurocurrency Loans or (b) if either (i) the Consolidated

Leverage Ratio for the most recently completed fiscal period of the Parent Borrower is less than or equal to 3.00 to 1.00 or (ii) a corporate rating of the Parent Borrower from Moody’s is Ba2 (with a stable outlook) or better and a corporate family rating of the Parent Borrower from S&P is BB (with a stable outlook) or better, then 0.50% per annum with respect to ABR Loans and 1.50% per annum with respect to Eurocurency Loans.

3.The definition of “ECF Percentage” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting it in its entirety.

4.The definition of “Excess Cash Flow” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting the words “subsection 8.9(e), (g), (k) or (q)” and replacing them with “subsection 8.9(e), (g), (k) or (s)”.

5.The definition of “GAAP” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting the words “subsection 4.4(c) and”.

6.The definition of “Not Otherwise Applied” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by adding the words “prior to the Second Amendment Effective Date” after the words “subsection 4.4(c)”.

7.Section 4.4(b)(iv) of the Credit Agreement (Optional and Mandatory Prepayments) is hereby amended by adding the words “pursuant to subsection 8.12(d)” after the words “the Parent Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction”.

8.Section 4.4(c) of the Credit Agreement (Optional and Mandatory Prepayments) is hereby amended by deleting such section in its entirety and replacing it with “Reserved”.

9.Section 4.4(d) of the Credit Agreement (Optional and Mandatory Prepayments) is hereby amended by deleting the words “subsections 4.4(b) and (c)” and replacing them with “subsection 4.4(b)” in each case it appears in such section.

10.Section 4.4(e) of the Credit Agreement (Optional and Mandatory Prepayments) is hereby amended by deleting the words “, 4.4(b) or 4.4(c)” and replacing them with “or 4.4(b)”.

11.Section 4.14(a) of the Credit Agreement (Controls on Prepayment if Total Lender Exposure Exceeds Total Commitments) is hereby amended by deleting the words “In addition to the provisions set forth in subsection 4.4(c), the” and replacing them with “The”.

12.Section 8.2(d) of the Credit Agreement (Limitation on Indebtedness) is hereby amended by deleting the number “$1,800,000,000” and replacing it with the number “$2,000,000,000”.

13.Section 8.2(l) of the Credit Agreement (Limitation on Indebtedness) is hereby amended by deleting the number “$50,000,000” and replacing it with the number “$100,000,000”.

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14.Section 8.2(s) of the Credit Agreement (Limitation on Indebtedness) is hereby amended by deleting the number “$250,000,000” and replacing it with the number “$300,000,000”.

15.Schedule 8.6(i) of the Credit Agreement is hereby amended by adding to it the Dispositions set forth on Schedule 8.6(i) hereto.

16.Section 8.12(c) of the Credit Agreement is hereby amended by adding after the parenthetical therein the words “or such Sale and Leaseback Transaction involves the property identified in item 3(b) of Schedule 8.6(i)”.

17.Section 11.1(d) of the Credit Agreement (Amendments and Waivers) is hereby amended by deleting the words “ten Business Days’ prior written” in the first sentence thereof and replacing them with “three Business Days’ prior written”.

ARTICLE TWO: CONDITIONS PRECEDENT TO EFFECTIVENESS

Each provision set forth in Article One hereof (other than the provision set forth in Section 17 thereof, which shall be governed by the last sentence of this Article Two) shall be effective as of the date (with respect to each such provision, the “Amendment Effective Date”) on which each of the following conditions with respect to each provision shall have been satisfied:

1.The Parent Borrower, the Administrative Agent and the requisite Lenders shall have indicated their consent by the execution and delivery of the signature pages to the Administrative Agent.

2.The Guarantors shall have indicated their consent to the Amendment by the execution and delivery of the Consent (the “Consent”) attached hereto as Annex I, dated the date hereof, by and among the Guarantors.

3.The Parent Borrower shall have paid all fees due to the Administrative Agent, the Collateral Agent and Deutsche Bank Securities Inc. in connection with the Amendment.

Notwithstanding anything to contrary set forth above, the amendment set forth in Section 17 of Article One shall be effective (and this Amendment shall be effective with respect to such amendment) as of the date the Required Lenders shall have indicated their consent to this Amendment by the execution and delivery of the signature pages to the Administrative Agent, notwithstanding that any condition set forth above may or may not have been satisfied as of such date, and the “Amendment Effective Date” shall be deemed to have occurred with respect to such amendment for purposes of the first sentence of Article One and Section 2 of Article Four.

ARTICLE THREE: REPRESENTATIONS AND WARRANTIES

In order to induce the Agents and Lenders to enter into this Amendment, the Parent Borrower represents and warrants to each Agent and each Lender, that:

1.Representations and Warranties.  As of the Amendment Effective Date, each of the representations and warranties made by any Loan Party pursuant to this Amendment or any other

3

Loan Document (or in any amendment, modification or supplement thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Amendment or any other Loan Document shall, except to the extent that they relate to a particular date, be true and correct in all material respects on and as of such date as if made on and as of such date.

2.Corporate Power and Authority.  As of the Amendment Effective Date, the Parent Borrower has the corporate power and authority, and the legal right, to enter into and perform this Amendment.  The execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate action on the part of the Parent Borrower.

3.No Conflict; Governmental Consents.  The execution and delivery by the Parent Borrower of this Amendment, and performance by the Parent Borrower of the Credit Agreement as amended hereby, will not (a) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, or (b) result in, or require, the creation or imposition of any Lien (other than any Lien permitted by subsection 8.3 of the Credit Agreement) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

4.Binding Obligation.  (a)  This Amendment constitutes a legal, valid and binding obligation of the Parent Borrower, enforceable against the Parent Borrower in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b)  The Consent, when executed and delivered by each Guarantor, will constitute a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.No Default.  As of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

ARTICLE FOUR:  MISCELLANEOUS

1.The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Other than in accordance with Section 8.5 of the Credit Agreement, the Parent Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender.  No Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Section 11.6 of the Credit Agreement.

2.Except as expressly amended hereby, the Credit Agreement and all other documents, agreements and instruments relating thereto are and shall remain unmodified and in full force and effect and are hereby ratified and confirmed.  On and after the Amendment Effective Date,

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each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference in the Notes to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

3.Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

5.Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

6.THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

8.The parties hereto agree that this Amendment does not represent or create a novation of the Credit Agreement and the other Loan Documents or any of the Obligations and liabilities existing thereunder.

[The remainder of this page is intentionally left blank.]

5

THE HERTZ CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – Term Credit Agreement

DEUTSCHE BANK AG, NEW YORK BRANCH
as Administrative Agent,
By:	/s/ Marguerite Sutton
	Name: Marguerite Sutton
	Title: Director
By:	/s/ Evelyn Thierry
	Name: Evelyn Thierry
	Title: Vice President

Second Amendment – Term Credit Agreement

LENDERS:

By signing below, you have indicated your
consent to the Second Amendment to Credit
Agreement
Name of Institution:
By:
	Name:
	Title:

[This Amendment was executed by authorized signatories of 520 Lender Institutions:]

Second Amendment – Term Credit Agreement

Annex I

CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Borrower Obligations of the Borrower pursuant to the Guarantee and Collateral Agreement (as defined in the Credit Agreement) and hereby (a) consents to the foregoing Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Amendment, the Guarantor Obligations of such Guarantor are not impaired or affected and all guaranties made by such Guarantor pursuant to the Guarantee and Collateral Agreement and all Liens granted by such Guarantor as security for the Guarantor Obligations of such Guarantor pursuant to the Guarantee and Collateral Agreement continue in full force and effect, and (c) confirms and ratifies its obligations under each of the Loan Documents executed by it.  Capitalized terms used herein without definition shall have the meanings given to such terms in the Amendment to which this Consent is attached or in the Credit Agreement referred to therein or in the Guarantee and Collateral Agreement, as applicable.

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of Guarantors as of the 9th day of February 2007.

(Signature pages follow)

HERTZ INVESTORS, INC.
By:	/s/ Paul J. Siracusa
	Name: Paul J. Siracusa
	Title: Vice President and Treasurer
HERTZ EQUIPMENT RENTAL CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
BRAE HOLDING CORP.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – Term Credit Agreement

HERTZ CLAIM MANAGEMENT CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HCM MARKETING CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ LOCAL EDITION CORP.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ LOCAL EDITION TRANSPORTING, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ GLOBAL SERVICES CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – Term Credit Agreement

HERTZ SYSTEM, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ TECHNOLOGIES, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ TRANSPORTING, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
SMARTZ VEHICLE RENTAL CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – Term Credit Agreement

EX-4.7.10

Exhibit 4.7.10

SECOND AMENDMENT

TO

CREDIT AGREEMENT

This SECOND AMENDMENT, dated as of February 15, 2007 (this “Amendment”) is entered into among HERTZ EQUIPMENT RENTAL CORPORATION, a Delaware corporation (together with its successors and assigns, “HERC”), THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), MATTHEWS EQUIPMENT LIMITED, an Ontario corporation (“Matthews”), WESTERN SHUT-DOWN (1995) LIMITED, an Ontario corporation (“Western” and, together with HERC, the Parent Borrower and Matthews, the “Borrowers”), DEUTSCHE BANK AG, NEW YORK BRANCH (“DBNY”), as administrative agent (the “Administrative Agent”), DEUTSCHE BANK AG, CANADA BRANCH (“DBCB”), as Canadian agent (the “Canadian Agent”), and the other parties signatory hereto.

WHEREAS, the Borrowers have entered into that certain CREDIT AGREEMENT, dated as of December 21, 2005 (as it may be amended, amended and restated, supplemented or otherwise modified (including as amended by that certain Amendment to Credit Agreement, dated as of June 30, 2006), the “Credit Agreement”) among the Borrowers, the Lenders from time to time party thereto, the Administrative Agent, DBNY, as collateral agent, the Canadian Agent, DBCB, as Canadian collateral agent, LEHMAN COMMERCIAL PAPER INC., as syndication agent, and MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER AND SMITH INCORPORATED, as documentation agent.

WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement;

WHEREAS, the Borrowers have requested that the Credit Agreement be amended as more fully set forth herein;

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Borrowers, the Lenders, the Administrative Agent and the Canadian Agent agree as follows:

ARTICLE ONE:  AMENDMENTS

As of the Amendment Effective Date (as defined in Article Two hereof), the Credit Agreement shall be amended as set forth in this Article One.

1.Section 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting in such Section the following definition in its appropriate alphabetical order:

“Second Amendment Effective Date”:  February 15, 2007.

2.The definition of “Applicable Margin” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by adding at the end of such definition the following:

“Notwithstanding the first sentence of this definition, the Applicable Margin on and after the Second Amendment Effective Date shall equal (A) with respect to ABR Loans, 0.50% per annum, (B) with respect to Eurocurrency Loans, 1.50% per annum and (c) with respect to BA Equivalent Loans, 1.50% per annum, in each case subject to adjustment as provided above.”

3.The definition of “Payment Conditions” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by inserting the phrase “except with respect to Specified Payments described in clause (vi) of the definition thereof and made within 10 Business Days of the Second Amendment Effective Date,” immediately before the phrase “if the aggregate amount of Specified Payment is greater than $50,000,000” in clause (d) thereof.

4.The definition of “Pricing Grid” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Pricing Grid”: with respect to Revolving Credit Loans and Swing Line Loans:

Consolidated Leverage Ratio	Applicable Margin for ABR Rate  ABR Loans		Applicable Margin for  Canadian Prime Rate ABR Loans		Applicable Margin for Eurocurrency Loans		Applicable Margin for  BA Equivalent  Loans and B/A Fees
Greater than 5.00:1.00	1.00	%	1.00	%	2.00	%	2.00	%
Greater than 4.25:1.00, but less than or equal to 5.00:1.00	0.75	%	0.75	%	1.75	%	1.75	%
Greater than 3.25:1.00, but less than or equal to 4.25:1.00	0.50	%	0.50	%	1.50	%	1.50	%
Less than or equal to 3.25:1.00	0.25	%	0.25	%	1.25	%	1.25	%

Each determination of the Consolidated Leverage Ratio pursuant to the Pricing Grid shall be made in a manner consistent with the determination thereof pursuant to subsection 8.1; and

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(c) with respect to Commitments:

Utilized Commitment	Applicable Commitment Fee Rate
Equal to or Greater than 75%	0.25	%
Less than 75% but Greater than or Equal to 25%	0.375	%
Less than 25%	0.50	%

5.The definition of “Commitment” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting “$1,600,000,000” and replacing it with “$1,800,000,000”.

6.The definition of “Termination Date” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting such definition in its entirety and replacing it with the following:

“Termination Date”:  February 15, 2012.

7.The definition of “Total U.S. Facility Commitment” in Section 1.1 of the Credit Agreement (Definitions) is hereby amended by deleting “$1,125,000,000” and replacing it with “$1,325,000,000”.

8.Section 2.9 of the Credit Agreement (Increase in Total Commitments) is hereby amended by adding the following clause (e) after clause (d) thereof:

(e)It is understood and agreed that any increases in Commitments effected on the Second Amendment Effective Date are made independently of this Section 2.9, and no such increase shall be deemed to have been made pursuant to or under this Section 2.9 or be deemed a “Commitment Increase” for any purpose under this Section 2.9, and, for the avoidance of doubt, during the period from and after the Closing Date to and including the Second Amendment Effective Date (and after giving effect to any increases in Commitments on the date thereof) no increases to the Total Commitments have been made pursuant to or under this Section 2.9.

9.Section 4.4(b)(iv) of the Credit Agreement (Optional and Mandatory Prepayments) is hereby amended by adding the words “pursuant to subsection 8.12(d)” after the words “the Parent Borrower or any of its Subsidiaries shall enter into a Sale and Leaseback Transaction”.

10.Section 8.1(a) of the Credit Agreement (Financial Condition Covenants) is hereby amended by adding at the end of the table therein the following:

December 31, 2010	4.75x
March 31, 2011	4.75x
June 30, 2011	4.75x
September 30, 2011	4.75x
December 31, 2011	4.75x

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11.Section 8.2(l) of the Credit Agreement (Limitation on Indebtedness) is hereby amended by deleting the number “$50,000,000” and replacing it with the number “$100,000,000”.

12.Section 8.2(s) of the Credit Agreement (Limitation on Indebtedness) is hereby amended by deleting the number “$250,000,000” and replacing it with the number “$300,000,000”.

13.Schedule 8.6(h) of the Credit Agreement is hereby amended by adding to it the Dispositions set forth on Schedule 8.6(h) hereto.

14.Section 8.8 of the Credit Agreement (Limitation on Capital Expenditures) is hereby amended by deleting the last row in the table therein and replacing it with the following:

January 1, 2010 to and including December 31, 2010	$	400,000,000
January 1, 2011 to and including December 31, 2011	$	400,000,000
January 1, 2012 to and including the Termination Date	$	400,000,000

15.Section 8.12(c) of the Credit Agreement (Limitation on Sale and Leaseback Transactions) is hereby amended by adding after the parenthetical therein the words “or such Sale and Leaseback Transaction involves the property identified in item 3(b) of Schedule 8.6(h)”.

16.Section 11.1(d) of the Credit Agreement (Amendments and Waivers) is hereby amended by deleting the phrase “ten Business Days’ prior written” in the first sentence thereof and replacing them with “three Business Days’ prior written”.

17.Schedule A of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule A attached hereto.

ARTICLE TWO: CONDITIONS PRECEDENT TO EFFECTIVENESS

Each provision set forth in Article One hereof (other than the provision set forth in Section 16 thereof, which shall be governed by the last sentence of this Article Two) shall be effective as of the date (with respect to each such provision, the “Amendment Effective Date”) on which each of the following conditions with respect to each provision shall have been satisfied:

1.The Borrowers, the Administrative Agent, the Canadian Agent and the requisite  Lenders shall have indicated their consent by the execution and delivery of the signature pages to the Administrative Agent.

2.The Guarantors shall have indicated their consent to the Amendment by the execution and delivery of a Consent (each a “Consent”) attached hereto as Annex I, in the case of Guarantors party to the U.S. Guarantee and Collateral Agreement (as defined in the Credit

4

Agreement), or attached hereto as Annex II, in the case of Guarantors party to the Canadian Guarantee and Collateral Agreement (as defined in the Credit Agreement), in each case dated the date hereof, by and among the applicable Guarantors.

3.The Administrative Agent shall have received (1) an executed legal opinion of Debevoise & Plimpton LLP, special New York counsel to Parent Borrower and the other Loan Parties, and (2) an executed legal opinion of Harold Rolfe, Esq., general counsel to the Parent Borrower, in each case in form and substance reasonably satisfactory to the Administrative Agent.

4.The Parent Borrower shall have used commercially reasonable efforts to obtain for the Administrative Agent, the Collateral Agent or the Canadian Collateral Agent, as applicable, such customary endorsements or other written comfort regarding existing title insurance policies as they may reasonably request, it being understood that (1) to the extent any such endorsement or other comfort is not provided on or prior to the Amendment Effective Date after the Parent Borrower’s commercially reasonable efforts to do so, the delivery of such endorsement or other comfort shall not constitute a condition to the effectiveness of any provision of this Amendment and (2) no amendments to any mortgage shall be required.

5.The Borrowers shall have paid (a) to the Administrative Agent, for the pro rata account of the Lenders that were Lenders on the day immediately prior to the Second Amendment Effective Date (the “Existing Lenders”) and that have consented to this Amendment (such Existing Lenders, the “Consenting Existing Lenders”), an amendment fee equal to 0.075% of the Commitments of such Consenting Existing Lenders in effect immediately before the Second Amendment Effective Date, (b) to the Administrative Agent, for the pro rata account of the Lenders that have consented to this Amendment and that are Existing Lenders or affiliates thereof or Approved Funds, in respect of any such Lender’s Commitment in excess of such Lender’s Commitment on the day immediately prior to the Second Amendment Effective Date (such excess, the “Additional Commitment”), a commitment fee equal to 0.10% of such Additional Commitment and (c) to the Administrative Agent, for the pro rata account of any new Lenders as of the Second Amendment Effective Date that has executed an acknowledgement and agreement in respect of this Amendment (other than any Lender that is an affiliate of an Existing Lender or an Approved Fund), in respect of any such Lender’s Commitment as of such date, a commitment fee equal to 0.15% of such Commitments.

6.The Borrowers shall have paid all fees due to the Administrative Agent, the Canadian Agent, the Collateral Agent, the Canadian Collateral Agent or Deutsche Bank Securities Inc. in connection with the Amendment.

Notwithstanding anything to contrary set forth above, the amendment set forth in Section 16 of Article One shall be effective (and this Amendment shall be effective with respect to such amendment) as of the date the Required Lenders shall have indicated their consent to this Amendment by the execution and delivery of the signature pages to the Administrative Agent, notwithstanding that any condition set forth above may or may not have been satisfied as of such date, and the “Amendment Effective Date” shall be deemed to have occurred with respect to such amendment for purposes of the first sentence of Article One and Section 2 of Article Four.

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ARTICLE THREE: REPRESENTATIONS AND WARRANTIES

In order to induce the Agents and Lenders to enter into this Amendment, each of the Borrowers represents and warrants to each Agent and each Lender, that:

1.Representations and Warranties.  As of the Amendment Effective Date, each of the representations and warranties made by any Loan Party pursuant to this Amendment, the Credit Agreement or any other Loan Document (or in any amendment, modification or supplement thereto) to which it is a party, and each of the representations and warranties contained in any certificate furnished at any time by or on behalf of any Loan Party pursuant to this Amendment, the Credit Agreement or any other Loan Document shall, except to the extent that they expressly relate to an earlier date, be true and correct in all material respects on and as of such date as if made on and as of such date.

2.Corporate Power and Authority.  As of the Amendment Effective Date, each of the Borrowers has the corporate power and authority, and the legal right, to enter into and perform this Amendment.  The execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate action on the part of each Borrower.

3.No Conflict; Governmental Consents.  The execution and delivery by each of the Borrowers of this Amendment, and performance by each of the Borrowers of the Credit Agreement as amended hereby, will not (a) violate any Requirement of Law or Contractual Obligation of such Loan Party in any respect that would reasonably be expected to have a Material Adverse Effect, or (b) result in, or require, the creation or imposition of any Lien (other than any Lien permitted by subsection 8.3 of the Credit Agreement) on any of its properties or revenues pursuant to any such Requirement of Law or Contractual Obligation.

4.Binding Obligation.  (a)  This Amendment constitutes a legal, valid and binding obligation of each of the Borrowers, enforceable against each such Borrower in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(b)Each Consent, when executed and delivered by each applicable Guarantor, will constitute a legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by applicable domestic or foreign bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

5.No Default.  As of the Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

ARTICLE FOUR:  ACKNOWLEDGMENT AND AGREEMENT

From and after the Second Amendment Effective Date, each bank or other financial institution listed on Schedule A to this Amendment that is not an Existing Lender that executes

6

an acknowledgment and agreement to this Amendment on or prior to the Second Amendment Effective Date (an “Effective Date Lender”) shall hereby be a party to the Credit Agreement as a Lender thereunder and shall have the rights and obligations of a Lender thereunder and under the other Loan Documents and shall be bound by the provisions thereof, and by executing and delivering a signature page hereto to the Administrative Agent, each Effective Date Lender acknowledges and agrees to the foregoing.

ARTICLE FIVE:  MISCELLANEOUS

1.The provisions of this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.  Other than in accordance with Section 8.5 of the Credit Agreement, none of the Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender.  No Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Section 11.6 of the Credit Agreement.

2.Except as expressly amended hereby, the Credit Agreement and all other documents, agreements and instruments relating thereto are and shall remain unmodified and in full force and effect and are hereby ratified and confirmed.  On and after the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference in the Notes to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

3.Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

4.The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

5.Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

6.THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

7

8.The parties hereto agree that this Amendment does not represent or create a novation of the Credit Agreement and the other Loan Documents or any of the Obligations and liabilities existing thereunder.

[The remainder of this page is intentionally left blank.]

8

HERTZ EQUIPMENT RENTAL CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
THE HERTZ CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
MATHEWS EQUIPMENT LIMITED
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
WESTERN SHUT-DOWN (1995) LIMITED
By:	/s/ Paul J. Siracusa
	Name: Paul J. Siracusa
	Title: Vice President, Finance

Second Amendment – ABL Credit Agreement

DEUTSCHE BANK AG, NEW YORK BRANCH
as Administrative Agent,
By:	/s/ Marguerite Sutton
	Name: Marguerite Sutton
	Title: Director
By:	/s/ Paul O’Leary
	Name: Paul O’Leary
	Title: Vice President
DEUTSCHE BANK AG, CANADA BRANCH
as Canadian Agent,
By:	/s/ Robert Johnston
	Name: Robert Johnston
	Title: Vice President
By:	/s/ Marcellus Leung
	Name: Marcellus Leung
	Title: Assistant Vice President

Second Amendment – ABL Credit Agreement

LENDERS:
	By signing below, you have indicated your
	consent to the Second Amendment to Credit
	Agreement
	Name of Institution:
	By:
		Name:
		Title:

[This Amendment was executed by authorized signatories of 43 Lender Institutions:]

Second Amendment – ABL Credit Agreement

EFFECTIVE DATE LENDERS:

Acknowledged and Agreed:
Name of Institution:
By:
	Name:
	Title:

[This Amendment was executed by authorized signatories of 13 Effective Date Lender Institutions:]

Second Amendment – ABL Credit Agreement

ANNEX I

CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Borrower Obligations of each Borrower pursuant to the U.S. Guarantee and Collateral Agreement (as defined in the Credit Agreement) and hereby (a) consents to the foregoing Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Amendment, the Guarantor Obligations of such Guarantor are not impaired or affected and all guaranties made by such Guarantor pursuant to the U.S. Guarantee and Collateral Agreement and all Liens granted by such Guarantor as security for the Guarantor Obligations of such Guarantor pursuant to the U.S. Guarantee and Collateral Agreement continue in full force and effect, and (c) confirms and ratifies its obligations under each of the Loan Documents executed by it.  Capitalized terms used herein without definition shall have the meanings given to such terms in the Amendment to which this Consent is attached or in the Credit Agreement referred to therein or in the U.S. Guarantee and Collateral Agreement, as applicable.

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of Guarantors as of the 15th day of February 2007.

(Signature pages follow)

HERTZ INVESTORS, INC.
By:	/s/ Paul J. Siracusa
	Name: Paul J. Siracusa
	Title: Vice President and Treasurer
BRAE HOLDING CORP.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – ABL Credit Agreement

HERTZ CLAIM MANAGEMENT CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HCM MARKETING CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ LOCAL EDITION CORP.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ LOCAL EDITION TRANSPORTING, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ GLOBAL SERVICES CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – ABL Credit Agreement

HERTZ SYSTEM, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ TECHNOLOGIES, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ TRANSPORTING, INC.
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
SMARTZ VEHICLE RENTAL CORPORATION
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer

Second Amendment – ABL Credit Agreement

ANNEX I

CONSENT OF GUARANTORS

Each of the undersigned is a Guarantor of the Borrower Obligations of each Canadian Borrower pursuant to the Canadian Guarantee and Collateral Agreement (as defined in the Credit Agreement) and hereby (a) consents to the foregoing Amendment, (b) acknowledges that, notwithstanding the execution and delivery of the foregoing Amendment, the Guarantor Obligations of such Guarantor are not impaired or affected and all guaranties made by such Guarantor pursuant to the Canadian Guarantee and Collateral Agreement and all Liens granted by such Guarantor as security for the Guarantor Obligations of such Guarantor pursuant to the Canadian Guarantee and Collateral Agreement continue in full force and effect, and (c) confirms and ratifies its obligations under each of the Loan Documents executed by it.  Capitalized terms used herein without definition shall have the meanings given to such terms in the Amendment to which this Consent is attached or in the Credit Agreement referred to therein or in the Canadian Guarantee and Collateral Agreement, as applicable.

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Consent of Guarantors as of the 15th day of February 2007.

(Signature pages follow)

MATHEWS EQUIPMENT LIMITED
By:	/s/Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
WESTERN SHUT-DOWN (1995) LIMITED
By:	/s/ Paul J. Siracusa
	Name: Paul J. Siracusa
	Title: Vice President, Finance

Second Amendment – ABL Credit Agreement

EX-4.9.1

EXHIBIT 4.9.1

HERTZ VEHICLE FINANCING LLC,
as Issuer

and

BNY MIDWEST TRUST COMPANY,
as Trustee

SECOND AMENDED AND RESTATED BASE INDENTURE

Dated as of August 1, 2006

Rental Car Asset Backed Notes
(Issuable in Series)

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS AND INCORPORATION BY REFERENCE		1
Section 1.1.		Definitions.	1
Section 1.2.		Cross-References.	1
Section 1.3.		Accounting and Financial Determinations; No Duplication.	2
Section 1.4.		Rules of Construction.	2
ARTICLE II	THE NOTES		2
Section 2.1.		Designation and Terms of Notes.	2
Section 2.2.		Notes Issuable in Series.	3
Section 2.3.		Series Supplement for Each Series.	5
Section 2.4.		Execution and Authentication.	6
Section 2.5.		Registrar and Paying Agent.	7
Section 2.6.		Paying Agent to Hold Money in Trust.	7
Section 2.7.		Noteholder List.	8
Section 2.8.		Transfer and Exchange.	9
Section 2.9.		Persons Deemed Owners.	10
Section 2.10.		Replacement Notes.	10
Section 2.11.		Treasury Notes.	11
Section 2.12.		Book-Entry Notes.	11
Section 2.13.		Definitive Notes.	12
Section 2.14.		Cancellation.	13
Section 2.15.		Principal and Interest.	13
Section 2.16.		Tax Treatment.	14
ARTICLE III	SECURITY		14

Section 3.1.		Grant of Security Interest.	14
Section 3.2.		Certain Rights and Obligations of HVF Unaffected.	15
Section 3.3.		Performance of Collateral Agreements	16
Section 3.4.		Release of Indenture Collateral.	17
Section 3.5.		Opinions of Counsel.	17
Section 3.6.		Stamp, Other Similar Taxes and Filing Fees.	18
ARTICLE IV	REPORTS		18
Section 4.1.		Reports and Instructions to Trustee.	18
Section 4.2.		Reports to Noteholders.	19
Section 4.3.		Rule 144A Information.	20
Section 4.4.		Administrator.	20
ARTICLE V	ALLOCATION AND APPLICATION OF COLLECTIONS		20
Section 5.1.		Collection Account.	20
Section 5.2.		Collections and Allocations.	21
Section 5.3.		Determination of Monthly Interest.	24
Section 5.4.		Determination of Monthly Principal.	24
ARTICLE 5A.	HVF EXCHANGE ACCOUNT		24
Section 5A.1.		HVF Exchange Account.	24
ARTICLE VI	DISTRIBUTIONS		24
Section 6.1.		Distributions in General.	24
ARTICLE VII	REPRESENTATIONS AND WARRANTIES		25
Section 7.1.		Existence and Power.	25
Section 7.2.		Limited Liability Company and Governmental Authorization.	25
Section 7.3.		No Consent.	25
Section 7.4.		Binding Effect.	26

Section 7.5.		Litigation.	26
Section 7.6.		No ERISA Plan.	26
Section 7.7.		Tax Filings and Expenses.	26
Section 7.8.		Disclosure.	26
Section 7.9.		Investment Company Act.	27
Section 7.10.		Regulations T, U and X.	27
Section 7.11.		Solvency.	27
Section 7.12.		Ownership of Limited Liability Company Interests; Subsidiary.	27
Section 7.13.		Security Interests.	27
Section 7.14.		Related Documents.	29
Section 7.15.		No Manufacturer Events of Default.	29
Section 7.16.		Non-Existence of Other Agreements.	29
Section 7.17.		Compliance with Contractual Obligations and Laws.	29
Section 7.18.		Other Representations.	30
ARTICLE VIII	COVENANTS		30
Section 8.1.		Payment of Notes.	30
Section 8.2.		Maintenance of Office or Agency.	30
Section 8.3.		Payment of Obligations.	30
Section 8.4.		Conduct of Business and Maintenance of Existence.	30
Section 8.5.		Compliance with Laws.	31
Section 8.6.		Inspection of Property, Books and Records.	31
Section 8.7.		Actions under the Collateral Agreements.	31
Section 8.8.		Notice of Defaults.	32
Section 8.9.		Notice of Material Proceedings.	32
Section 8.10.		Further Requests.	32

Section 8.11.		Further Assurances.	32
Section 8.12.		Liens.	33
Section 8.13.		Other Indebtedness.	34
Section 8.14.		No ERISA Plan.	34
Section 8.15.		Mergers.	34
Section 8.16.		Sales of Assets.	34
Section 8.17.		Acquisition of Assets.	34
Section 8.18.		Dividends, Officers’ Compensation, etc.	34
Section 8.19.		Legal Name; Location Under Section 9-301.	35
Section 8.20.		HVF LLC Agreement.	35
Section 8.21.		Investments.	35
Section 8.22.		No Other Agreements.	35
Section 8.23.		Other Business.	35
Section 8.24.		Maintenance of Separate Existence.	35
Section 8.25.		Manufacturer Programs.	36
Section 8.26.		Disposition of HVF Vehicles.	37
Section 8.27.		Insurance.	38
ARTICLE IX	AMORTIZATION EVENTS AND REMEDIES		38
Section 9.1.		Amortization Events.	38
Section 9.2.		Rights of the Trustee upon Amortization Event or Certain Other Events of Default.	39
Section 9.3.		Other Remedies.	43
Section 9.4.		Waiver of Past Events.	43
Section 9.5.		Control by Requisite Investors.	43
Section 9.6.		Limitation on Suits.	44
Section 9.7.		Unconditional Rights of Holders to Receive Payment.	44

Section 9.8.		Collection Suit by the Trustee.	44
Section 9.9.		The Trustee May File Proofs of Claim.	45
Section 9.10.		Priorities.	45
Section 9.11.		Undertaking for Costs.	45
Section 9.12.		Rights and Remedies Cumulative.	45
Section 9.13.		Delay or Omission Not Waiver.	46
Section 9.14.		Reassignment of Surplus.	46
ARTICLE X	THE TRUSTEE		46
Section 10.1.		Duties of the Trustee.	46
Section 10.2.		Rights of the Trustee.	48
Section 10.3.		Individual Rights of the Trustee.	50
Section 10.4.		Notice of Amortization Events and Potential Amortization Events.	50
Section 10.5.		Compensation.	50
Section 10.6.		Replacement of the Trustee.	50
Section 10.7.		Successor Trustee by Merger, etc.	51
Section 10.8.		Eligibility Disqualification.	52
Section 10.9.		Appointment of Co-Trustee or Separate Trustee.	52
Section 10.10.		Representations and Warranties of Trustee.	53
Section 10.11.		HVF Indemnification of the Trustee.	53
ARTICLE XI	DISCHARGE OF INDENTURE		54
Section 11.1.		Termination of HVF’s Obligations.	54
Section 11.2.		Application of Trust Money.	55
Section 11.3.		Repayment to HVF.	55
ARTICLE XII	AMENDMENTS		56
Section 12.1.		Without Consent of the Noteholders.	56

Section 12.2.		With Consent of the Noteholders.	57
Section 12.3.		Supplements.	58
Section 12.4.		Revocation and Effect of Consents.	58
Section 12.5.		Notation on or Exchange of Notes.	58
Section 12.6.		The Trustee to Sign Amendments, etc.	59
ARTICLE XIII	MISCELLANEOUS		59
Section 13.1.		Notices.	59
Section 13.2.		Communication by Noteholders With Other Noteholders.	61
Section 13.3.		Certificate and Opinion as to Conditions Precedent.	61
Section 13.4.		Statements Required in Certificate.	61
Section 13.5.		Rules by the Trustee.	61
Section 13.6.		Duplicate Originals.	61
Section 13.7.		Benefits of Indenture.	61
Section 13.8.		Payment on Business Day.	62
Section 13.9.		Governing Law.	62
Section 13.10.		Successors.	62
Section 13.11.		Severability.	62
Section 13.12.		Counterpart Originals.	62
Section 13.13.		Table of Contents, Headings, etc.	62
Section 13.14.		Termination; Indenture Collateral.	62
Section 13.15.		No Bankruptcy Petition Against HVF.	63
Section 13.16.		No Recourse.	63
Section 13.17.		Waiver of Jury Trial.	64

SECOND AMENDED AND RESTATED BASE INDENTURE, dated as of August 1, 2006, between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware, as issuer (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (in such capacity, the “Trustee”).

W I T N E S S E T H:

WHEREAS, HVF and the Trustee entered into a Base Indenture dated as of September 18, 2002, as amended pursuant to the First Supplemental Indenture dated as of March 31, 2004, and as amended and restated pursuant to the Amended and Restated Base Indenture dated as of December 21, 2005 (the “Prior Indenture”);

WHEREAS, HVF and the Trustee desire to amend and restate the Prior Indenture in its entirety as herein set forth;

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

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

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

ARTICLE I   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1.  Definitions.

Certain capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms in the Definitions List attached hereto as Schedule I (the “Definitions List”), as such Definitions List may be amended or modified from time to time in accordance with the provisions hereof.

Section 1.2.  Cross-References.

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

Section 1.3.  Accounting and Financial Determinations; No Duplication.

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

Section 1.4.  Rules of Construction.

In this Indenture, unless the context otherwise requires:

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

(b)reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Indenture, and reference to any Person in a particular capacity only refers to such Person in such capacity;

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

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

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

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

ARTICLE II   THE NOTES

Section 2.1.  Designation and Terms of Notes.

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

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principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited.  The Notes of each Series shall be issued in the denominations set forth in the applicable Series Supplement.

Section 2.2.  Notes Issuable in Series.

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

(b) Notes of a new Series may from time to time be executed by HVF and delivered to the Trustee for authentication and thereupon the same shall be authenticated and delivered by the Trustee upon the receipt by the Trustee of a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series Closing Date and upon delivery by HVF to the Trustee, and receipt by the Trustee, of the following:

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

(ii)a Series Supplement satisfying the criteria set forth in Section 2.3 executed by HVF and the Trustee and specifying the Principal Terms of such new Series;

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

(iv)written confirmation from each Rating Agency that the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such issuance;

(v)an Officer’s Certificate of HVF dated as of the applicable Series Closing Date to the effect that (A) no Amortization Event, Limited Liquidation Event of Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of the new Series of Notes, (B) no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of Default, Operating Lease Event of Default, Potential Operating Lease Event of Default or Potential Manufacturer Event of Default is continuing or will occur as a result of the issuance of the new Series of Notes and (C) all conditions precedent provided in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been satisfied;

(vi)a Tax Opinion;

(vii)evidence that each of the parties to the Related Documents with respect to the new Series of Notes has covenanted and agreed in the Related Documents

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that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting, against Hertz Vehicles LLC, HGI, HVF or the Intermediary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law;

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

(A)all instruments furnished to the Trustee conform to the requirements of this Base Indenture and the related Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the new Series of Notes, and all conditions precedent provided for in this Base Indenture and the related Series Supplement with respect to the authentication and delivery of the new Series of Notes have been complied with;

(B)the related Series Supplement has been duly authorized, executed and delivered by HVF;

(C)the new Series of Notes has been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of this Base Indenture and the related Series Supplement, will constitute valid, binding and enforceable obligations of HVF entitled to the benefits of this Base Indenture and the related Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(D)the related Series Supplement is a legal, valid and binding agreement of HVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(ix)such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

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

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Section 2.3.  Series Supplement for Each Series.

In conjunction with the issuance of a new Series, the parties hereto shall execute a Series Supplement, which shall specify the relevant terms with respect to such new Series of Notes, which may include without limitation:

(a) its name or designation;

(b) the Initial Principal Amount or the method of calculating the Initial Principal Amount with respect to such Series;

(c) the Note Rate with respect to such Series;

(d) the Series Closing Date;

(e) each Rating Agency rating such Series;

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

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

(h) the method of allocating Collections allocated to such Series;

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

(j) the method by which the principal amount of the Notes of such Series shall amortize or accrete;

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

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

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

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

(o) the Series Termination Date of such Series; and

(p) any other relevant terms of such Series of Notes (including whether or not such Series will be pledged as collateral for an issuance by an Affiliate Issuer) that do not change the terms of any Series of Notes Outstanding and that do not prevent the satisfaction of the

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Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the issuance of such new Series (all such terms, the “Principal Terms” of such Series).

Section 2.4.  Execution and Authentication.

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

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

(c) No Note shall be entitled to any benefit under this Indenture or be valid for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein, duly executed by the Trustee by the manual signature of a Trust Officer (and the Luxembourg agent (the “Luxembourg Agent”), if the Notes of the Series to which such Note belongs are listed on the Luxembourg Stock Exchange).  Such signatures on such certificate shall be conclusive evidence, and the only evidence, that the Note has been duly authenticated under this Indenture.  The Trustee may appoint an authenticating agent acceptable to HVF to authenticate Notes.  Unless limited by the term of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  The Trustee’s certificate of authentication shall be in substantially the following form:

This is one of the Notes of a Series issued under the within mentioned Indenture.

BNY MIDWEST TRUST COMPANY, as Trustee
By:
	Authorized Signatory

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

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

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

Section 2.5.  Registrar and Paying Agent.

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

(b) HVF shall enter into an appropriate agency agreement with any Agent not a party to this Indenture.  Such agency agreement shall implement the provisions of this Indenture that relate to such Agent.  If HVF fails to maintain a Registrar or Paying Agent, the Trustee shall act as such, and shall be entitled to appropriate compensation in accordance with this Indenture until HVF shall appoint a replacement Registrar or Paying Agent, as applicable.

Section 2.6.  Paying Agent to Hold Money in Trust.

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

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

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

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

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

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(v)comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

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

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

Section 2.7.  Noteholder List.

The Trustee will furnish or cause to be furnished by the Registrar to HVF or the Paying Agent, within five Business Days after receipt by the Trustee of a request therefor from HVF or the Paying Agent, respectively, in writing, a list in such form as HVF or the Paying Agent may reasonably require, of the names and addresses of the Noteholders of each Series as of the most recent Record Date for payments to such Noteholders.  Unless otherwise provided in the applicable Series Supplement, holders of Notes of any Series having an aggregate Principal Amount of not less than 10% of the aggregate Principal Amount of such Series (the “Applicants”) may apply in writing to the Trustee, and if such application states that the Applicants desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture or under the Notes and is accompanied by a copy of the communication which such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses, shall afford or shall cause the Registrar to afford such Applicants access during normal business hours to the most recent list of Noteholders held by the Trustee and shall give HVF notice that such request has been made, within five Business Days after the receipt of such application.  Such list shall be as of a

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date no more than 45 days prior to the date of receipt of such Applicants’ request.  Every Noteholder, by receiving and holding a Note, agrees with the Trustee that neither the Trustee, the Registrar, nor any of their respective agents shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders hereunder, regardless of the source from which such information was obtained.

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

Section 2.8.  Transfer and Exchange.

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

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

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

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

(e) Unless otherwise provided in the applicable Series Supplement, no service charge shall be payable for any registration of transfer or exchange of Notes, but HVF or the

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Registrar may require payment by the Noteholder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Notes.

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

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

Section 2.9.  Persons Deemed Owners.

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

Section 2.10.  Replacement Notes.

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

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

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

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

Section 2.11.  Treasury Notes.

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

Section 2.12.  Book-Entry Notes.

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

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

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

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

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

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

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

(b) Whenever notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.13, the Trustee and HVF shall give all such notices and communications specified herein to be given to Noteholders to the applicable Clearing Agency for distribution to the Note Owners.

Section 2.13.  Definitive Notes.

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

(b) With respect to the Notes of any Series issued in the form of typewritten Notes representing the Book-Entry Notes, if (i) (A) HVF advises the Trustee in writing that the Clearing Agency with respect to any Series of Notes is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement and (B) the Trustee or HVF is unable to locate a qualified successor, (ii) HVF, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with

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respect to any Series of Notes Outstanding or (iii) after the occurrence of an Amortization Event with respect to any Series of Notes Outstanding, Note Owners holding a beneficial interest in excess of 50% of the aggregate Principal Amount of such Series of Notes advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of such Note Owners, the Trustee shall notify all Note Owners of such Series, through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Notes to Note Owners of such Series.  Upon surrender to the Trustee of the Notes of such Series by the applicable Clearing Agency, accompanied by registration instructions from the applicable Clearing Agency for registration, HVF shall execute and the Trustee shall authenticate, upon receipt of a Company Order, and deliver the Definitive Notes in accordance with the instructions of the Clearing Agency.  Neither HVF nor the Trustee shall be liable for any delay in delivery of such instructions and may each conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes of such Series of Notes all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Notes, and the Trustee shall recognize the Holders of the Definitive Notes of such Series as Noteholders of such Series hereunder.

Section 2.14.  Cancellation.

HVF may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which HVF may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee.  The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation.  HVF may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.  All cancelled Notes held by the Trustee shall be disposed of in accordance with the Trustee’s standard disposition procedures unless HVF shall direct that cancelled Notes be returned to it pursuant to a Company Order.

Section 2.15.  Principal and Interest.

(a) The principal of each Series of Notes shall be payable at the times and in the amount set forth in the applicable Series Supplement and in accordance with Section 6.1.

(b) Each Series of Notes shall accrue interest as provided in the applicable Series Supplement and such interest shall be payable on each Payment Date for such Series in accordance with Section 6.1 and the applicable Series Supplement.

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

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

Section 2.16.  Tax Treatment.

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

ARTICLE IIISECURITY

Section 3.1.  Grant of Security Interest.

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

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

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(ii)the Collection Account and each HVF Exchange Account, all monies on deposit from time to time in the Collection Account and each HVF Exchange Account and all proceeds thereof; provided, however, that in the case of any funds held in the accounts maintained pursuant to the Escrow Agreement that constitute Relinquished Property Proceeds, such funds shall not constitute HVF Vehicle Collateral unless such funds are or become Additional Subsidies;

(iii)each Series Account, all monies on deposit from time to time in such Series Account and all proceeds thereof;

(iv)all Investment Property;

(v)all additional property that may from time to time hereafter (pursuant to the terms of any Series Supplement or otherwise) be subjected to the grant and pledge hereof by HVF or by anyone on its behalf; and

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

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

(c) The foregoing grant is made in trust to secure the Note Obligations and to secure compliance with the provisions of this Indenture and any Series Supplement, all as provided in this Indenture.  The Trustee, as trustee on behalf of the Noteholders, acknowledges such grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and subject to Section 10.1 and 10.2, agrees to perform its duties required in this Indenture.  The Collateral shall secure the Notes equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Series Supplement).

Section 3.2.  Certain Rights and Obligations of HVF Unaffected.

(a) Notwithstanding the assignment and security interest so granted to the Trustee on behalf of the Noteholders, HVF shall nevertheless be permitted, subject to the Trustee’s right to revoke such permission in the event of an Amortization Event with respect to any Series of Notes Outstanding and subject to the provisions of Section 3.3, to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business (which does not include waivers of default under any of the Collateral Agreements or any of the Manufacturer Programs).

(b) The assignment of the Collateral to the Trustee on behalf of the Noteholders shall not (i) relieve HVF from the performance of any term, covenant, condition or agreement on HVF’s part to be performed or observed under or in connection with any of the Collateral

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Agreements or any of the Manufacturer Programs or (ii) impose any obligation on the Trustee or any of the Noteholders to perform or observe any such term, covenant, condition or agreement on HVF’s part to be so performed or observed or impose any liability on the Trustee or any of the Noteholders for any act or omission on the part of HVF or from any breach of any representation or warranty on the part of HVF.

(c) HVF hereby agrees to indemnify and hold harmless the Trustee (including its directors, officers, employees and agents) from and against any and all losses, liabilities (including liabilities for penalties), claims, demands, actions, suits, judgments, reasonable out-of-pocket costs and expenses arising out of or resulting from the assignment granted hereby or by the Collateral Agency Agreement or any Assignment Agreement, whether arising by virtue of any act or omission on the part of HVF or otherwise, including, without limitation, the reasonable out-of-pocket costs, expenses, and disbursements (including reasonable attorneys’ fees and expenses) incurred by the Trustee in enforcing this Indenture or preserving any of its rights to, or realizing upon, any of the Collateral; provided, however, the foregoing indemnification shall not extend to any action by the Trustee which constitutes gross negligence or willful misconduct by the Trustee or any other indemnified person hereunder.  The indemnification provided for in this Section 3.2 shall survive the removal of, or a resignation by, such Person as Trustee as well as the termination of this Indenture, any Series Supplement, the Collateral Agency Agreement or any Assignment Agreement.

Section 3.3.  Performance of Collateral Agreements..

Upon the occurrence of a default or breach by any Person party to a Collateral Agreement or a Manufacturer Program, promptly following a request from the Trustee or the Collateral Agent to do so and at HVF’s expense, HVF agrees to take all such lawful action as permitted under this Indenture as the Trustee or the Collateral Agent may request to compel or secure the performance and observance by:  (i) the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, the Administrator, the Servicer, the Lessee, the Intermediary or the Escrow Agent or any other party to any of the Collateral Agreements of its obligations to HVF and (ii) a Manufacturer under a Manufacturer Program of its obligations to HVF, including, without limitation, any obligations of such Manufacturer to HGI or Hertz, as applicable, that have been assigned to HVF, in each case in accordance with the applicable terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to HVF to the extent and in the manner directed by the Trustee or the Collateral Agent, as applicable, including, without limitation, the transmission of notices of default and the institution of legal or administrative actions or proceedings to compel or secure performance by the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, the Administrator, the Servicer, the Lessee, the Intermediary or the Escrow Agent (or such other party to any of the Collateral Agreements) or by a Manufacturer under a Manufacturer Program, of their respective obligations thereunder.  If (i) HVF shall have failed, within 30 days of receiving the direction of the Trustee or the Collateral Agent, as applicable, to take commercially reasonable action to accomplish such directions of the Trustee or the Collateral Agent, as applicable, (ii) HVF refuses to take any such action or (iii) the Trustee or the Collateral Agent, as applicable, reasonably determines that such action must be taken immediately, in any such case the Trustee or the Collateral Agent, as applicable, may, but shall not be obligated to, take, at the expense of HVF, such previously directed action and any related action permitted under this Indenture which the Trustee or the Collateral Agent, as

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applicable, thereafter determines is appropriate (without the need under this provision or any other provision under this Indenture to direct HVF to take such action), on behalf of HVF and the Noteholders.

Section 3.4.  Release of Indenture Collateral.

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

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

(c) The Trustee shall, at such time as there is no Note Outstanding, release any remaining portion of the Indenture Collateral from the lien of this Indenture and release to HVF any funds then on deposit in the Collection Account and any Series Accounts.  The Trustee shall release property from the lien of this Indenture pursuant to this Section 3.4(c) only upon receipt of a Company Order accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the applicable requirements of Section 13.3.

Section 3.5.  Opinions of Counsel.

The Trustee shall receive at least seven days’ notice when requested by HVF to take any action pursuant to Section 3.4(a), accompanied by copies of any instruments involved, and the Trustee may also require as a condition of such action, an Opinion of Counsel, in form and substance reasonably satisfactory to the Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders; provided, however that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Collateral.  Counsel rendering any such opinion may rely,

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without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action.

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

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

ARTICLE IVREPORTS

Section 4.1.  Reports and Instructions to Trustee.

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

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

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

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

(e) Monthly Collateral Certificate.  On or before each Payment Date, HVF shall furnish to the Trustee and the Collateral Agent an Officer’s Certificate of HVF to the effect that, except as stated therein, (i) the HVF Vehicles and all other Collateral is free and clear of all Liens, other than Permitted Liens, and (ii) the aggregate amount of all vicarious liability claims

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outstanding against HVF as of the immediately preceding Determination Date is less than $5 million.  If the aggregate amount of vicarious liability claims outstanding against HVF exceeds $5 million, the Officer’s Certificate delivered pursuant to this Section 4.1(e) shall also contain a schedule describing all of the vicarious liability claims then outstanding against HVF.

(f) Quarterly Compliance Certificates.  On the Payment Date in each of March, June, September and December, commencing in December 2002, HVF shall deliver to the Trustee an Officer’s Certificate of HVF to the effect that, except as provided in a notice delivered pursuant to Section 8.8, no Amortization Event or Potential Amortization Event with respect to any Series of Notes Outstanding has occurred or is continuing and no Operating Lease Event of Default or Potential Operating Lease Event of Default has occurred or is continuing.

(g) Non-Program Vehicle Report.  On the Payment Date in May of each year, commencing in May 2003, HVF shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee and the Rating Agencies to the effect that they have performed certain agreed upon procedures with respect to the calculations of (i) the Disposition Proceeds received by HVF from the sale or other disposition of all Non-Program Vehicles (other than Casualties) sold or otherwise disposed of during the Related Month, (ii) the respective Net Book Values of such Non-Program Vehicles and (iii) the Market Values of such Non-Program Vehicles on the date of such sale or other disposition.

(h) Verification of Title.  On or prior to May 30 of each year, commencing May 30, 2003, HVF shall cause a nationally recognized firm of independent certified public accountants to furnish a report to the Trustee and the Rating Agencies to the effect that they have performed certain agreed upon procedures on a statistical sample of the Certificates of Title of the HVF Vehicles designed to provide a ninety-five percent (95%) confidence level confirming that the HVF Vehicles are titled in the name of Hertz Vehicles LLC and the Certificates of Title show a first lien in the name of the Collateral Agent, except for such exceptions as shall be set forth in such report (which exceptions may include the existence of the Initial Hertz Vehicles and the Service Vehicles).

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

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

Section 4.2.  Reports to Noteholders.

(a) On each Payment Date, the Paying Agent shall forward to each Noteholder of record as of the immediately preceding Record Date of each Series of Notes Outstanding the

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Monthly Noteholders’ Statement with respect to such Series, with a copy to the Rating Agencies and any Enhancement Provider with respect to such Series.

(b) Annual Noteholders’ Tax Statement.  Unless otherwise specified in the applicable Series Supplement, on or before January 31 of each calendar year, beginning with calendar year 2003, the Paying Agent shall furnish to each Person who at any time during the preceding calendar year was a Noteholder a statement prepared by HVF containing the information which is required to be contained in the Monthly Noteholders’ Statements with respect to each Series of Notes aggregated for such calendar year or the applicable portion thereof during which such Person was a Noteholder, together with such other customary information (consistent with the treatment of the Notes as debt) as HVF deems necessary or desirable to enable the Noteholders to prepare their tax returns (each such statement, an “Annual Noteholders’ Tax Statement”).  Such obligations of HVF to prepare and the Paying Agent to distribute the Annual Noteholders’ Tax Statement shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Paying Agent pursuant to any requirements of the Code as from time to time in effect.

Section 4.3.  Rule 144A Information.

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

Section 4.4.  Administrator.

Pursuant to the Administration Agreement, the Administrator has agreed to provide certain reports, instructions and other services on behalf of HVF.  The Noteholders by their acceptance of the Notes consent to the provision of such reports by the Administrator in lieu of HVF.

ARTICLE VALLOCATION AND APPLICATION OF COLLECTIONS

Section 5.1.  Collection Account.

(a) Establishment of Collection Account.  On or prior to the Initial Closing Date, HVF, the Collection Account Securities Intermediary and the Trustee shall have entered into the Collection Account Control Agreement pursuant to which the Collection Account shall be established and maintained for the benefit of the Noteholders.  If at any time a Trust Officer obtains knowledge that the Collection Account is no longer an Eligible Deposit Account, the Trustee shall, within ten (10) Business Days of obtaining such knowledge, cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution and cause the depositary maintaining the new Collection Account to assume the obligations of the existing Collection Account Securities Intermediary under the Collection Account Control Agreement.

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(b) Administration of the Collection Account.  All amounts held in the Collection Account shall be invested in Permitted Investments in accordance with the Collection Account Control Agreement at the written direction of HVF.  Investments of funds on deposit in administrative sub-accounts of the Collection Account established in respect of a particular Series of Notes shall be required to mature on or before the dates specified in the applicable Series Supplement.  In the absence of written investment instructions hereunder, funds on deposit in the Collection Account shall remain uninvested.  HVF shall not direct the disposal of any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.

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

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

Section 5.2.  Collections and Allocations.

(a) Collections in General.  Until this Indenture is terminated pursuant to Section 11.1, HVF shall, and the Trustee is authorized (upon written instructions) to, cause all Collections due and to become due to HVF or the Trustee, as the case may be, to be deposited in the following manner:

(i)all amounts due under or in connection with the HVF Vehicle Collateral, including, without limitation, amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the HVF Vehicles, other than Excluded Payments and Permitted Check Payments, shall be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers and shall be withdrawn from such Collateral Account and deposited either into the Collection Account or, in the case of Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.2 of the Master Exchange Agreement within seven Business Days of the deposit thereof into such Collateral Account;

(ii)all amounts representing the proceeds from sales of HVF Vehicles to third parties, other than the Manufacturers or their auction dealers, and all amounts received by the Servicer in the form of Permitted Check Payments shall be deposited into a Collateral Account within two Business Days of receipt by the Servicer and shall be withdrawn from a Collateral Account and either deposited into the Collection Account or, in the case of Relinquished Property Proceeds, an HFV Exchange Account for application in accordance with Section 4.2 of the Master Exchange Agreement within seven Business Days of the deposit thereof into a Collateral Account;

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

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

(v)all payments of Transfer Price by HGI in respect of Transferred HVF Vehicles and Manufacturer Receivables, all Rejected Vehicle Payments by HGI or the Servicer and all other amounts payable by HGI to HVF pursuant to the Purchase Agreement shall be paid directly to the Trustee for deposit into the Collection Account;

(vi)all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement shall be deposited directly into a Collateral Account by the Nominee and shall be withdrawn from a Collateral Account and deposited into the Collection Account within seven Business Days of the deposit thereof into a Collateral Account;

(vii)all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement shall be deposited directly into a Collateral Account by the Hertz Nominee and shall be withdrawn from a Collateral Account and deposited into the Collection Account within seven Business Days of the deposit thereof into a Collateral Account;

(viii)all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement shall be deposited directly into a Collateral Account by the HFC Nominee and shall be withdrawn from a Collateral Account and deposited into the Collection Account within seven Business Days of the deposit thereof into a Collateral Account; and

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

Notwithstanding the foregoing, (x) unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the HVF Vehicles shall not be required to be deposited in a Collateral Account or the Collection Account, and may be held by HVF or paid to Hertz and (y) unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be deposited in a Collateral Account or the Collection Account and may be held by HGI.  HVF agrees that if any Collections shall be received by HVF in an account other than a Collateral Account, an HVF Exchange Account or the Collection Account or in any other manner, such

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monies, instruments, cash and other proceeds will not be commingled by HVF with any of its other funds or property, if any, but will be held separate and apart therefrom and shall be held in trust by HVF for, and immediately paid over to the Trustee or the Collateral Agent, as applicable, with any necessary endorsement.  All Collections deposited into a Collateral Account shall be allocated and distributed to the Trustee as provided in the Collateral Agency Agreement.  All monies, instruments, cash and other proceeds received by the Trustee pursuant to this Indenture (including amounts received from the Collateral Agent) shall be immediately deposited in the Collection Account or an HVF Exchange Account and shall be applied as provided in this Article 5 or Article 5A.

(b) Allocations for Noteholders.  On each day on which Collections are deposited into the Collection Account, HVF shall allocate Collections deposited into the Collection Account in accordance with this Article 5 and shall instruct the Trustee in writing to withdraw the required amounts from the Collection Account and make the required deposits in any Series Account in accordance with this Article 5, as modified by any Series Supplement.  HVF shall make such deposits or payments on the date indicated therein in immediately available funds or as otherwise provided in the applicable Series Supplement.  If, on any date on which Collections are deposited into the Collection Account or Collections are otherwise on deposit in the Collection Account, there are unpaid Ford Reimbursement Obligations, HVF shall apply any such Collections not allocable to any Series pursuant to a Series Supplement to pay such unpaid Ford Reimbursement Obligations by instructing the Trustee in writing to withdraw from the Collection Account and pay to Ford an amount equal to the lesser of such unpaid Ford Reimbursement Obligations and the amount of Collections deposited into or on deposit in the Collection Account on such date that are not allocable to any Series pursuant to any Series Supplement.

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

(d) Unallocated Principal Collections.  If, after giving effect to Section 5.2(c), Principal Collections allocated to any Series on any Payment Date are in excess of the amount required to be paid in respect of such Series on such Payment Date, then any such excess Principal Collections shall be allocated to HVF or such other party as may be entitled thereto as set forth in any Series Supplement.  If, on any date on which Principal Collections are allocated to HVF pursuant to this Section 5.2(d), there are unpaid Ford Reimbursement Obligations, HVF shall apply any such Principal Collections to pay such unpaid Ford Reimbursement Obligations by instructing the Trustee in writing to withdraw from the applicable Series Account and pay to Ford an amount equal to the lesser of such unpaid Ford Reimbursement Obligations and the amount of such Principal Collections allocated to HVF pursuant to this Section 5.2(d).

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Section 5.3.  Determination of Monthly Interest.

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

Section 5.4.  Determination of Monthly Principal.

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

[THE REMAINDER OF ARTICLE 5 IS RESERVED AND MAY BE SPECIFIED IN ANY SUPPLEMENT WITH RESPECT TO ANY SERIES.]

ARTICLE 5A.  HVF EXCHANGE ACCOUNT

Section 5A.1.  HVF Exchange Account. On or prior to the Restatement Effective Date, the Trustee shall establish and maintain for the benefit of the Noteholders one or more HVF Exchange Accounts, each in the name of the Trustee or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Trustee and the Intermediary, that shall be administered and operated as provided in the Master Exchange Agreement.  Each HVF Exchange Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution.  If any HVF Exchange Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Trustee and the Intermediary shall establish a new HVF Exchange Account which complies with such sentence and transfer into the new HVF Exchange Account all funds from the non-qualifying HVF Exchange Account.  Initially, each HVF Exchange Account will be established with the Trustee.

ARTICLE VI   DISTRIBUTIONS

Section 6.1.  Distributions in General.

(a) Unless otherwise specified in the applicable Series Supplement, on each Payment Date, the Paying Agent shall pay to the Noteholders of each Series of record on the preceding Record Date the amounts payable thereto hereunder by check mailed first-class postage prepaid to such Noteholder at the address for such Noteholder appearing in the Note Register except that with respect to Notes registered in the name of a Clearing Agency or its nominee, such amounts shall be payable by wire transfer of immediately available funds released by the Paying Agent from the applicable Series Account no later than Noon (New York City time) on the Payment Date for credit to the account designated by such Clearing Agency or its nominee, as applicable; provided, however, that, the final principal payment due on a Note shall only be paid to the Noteholder of a Definitive Note on due presentment of such Definitive Note for cancellation in accordance with the provisions of the Note.

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

ARTICLE VII   REPRESENTATIONS AND WARRANTIES

HVF hereby represents and warrants, for the benefit of the Trustee and the Noteholders, as follows as of the Restatement Effective Date and each Series Closing Date:

Section 7.1.  Existence and Power.

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

Section 7.2.  Limited Liability Company and Governmental Authorization.

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

Section 7.3.  No Consent.

No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by HVF of this Base Indenture, any Series Supplement or any Related Document or for the performance of any of HVF’s obligations hereunder or thereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by HVF prior to the Restatement Effective Date or as contemplated in Section 7.13.

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Section 7.4.  Binding Effect.

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

Section 7.5.  Litigation.

There is no action, suit or proceeding pending against or, to the knowledge of HVF, threatened against or affecting HVF before any court or arbitrator or any Governmental Authority with respect to which there is a reasonable possibility of an adverse decision that would materially adversely affect the financial condition, business, assets or operations of HVF or which in any manner draws into question the validity or enforceability of this Indenture, any Series Supplement or any other Related Document or the ability of HVF to perform its obligations hereunder or thereunder.

Section 7.6.  No ERISA Plan.

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

Section 7.7.  Tax Filings and Expenses.

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

Section 7.8.  Disclosure.

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

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Section 7.9.  Investment Company Act.

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

Section 7.10.  Regulations T, U and X.

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

Section 7.11.  Solvency.

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

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

All of the issued and outstanding limited liability company interests of HVF are owned by Hertz, all of which limited liability company interests have been validly issued, are fully paid and non-assessable and are owned of record by Hertz, free and clear of all Liens other than Permitted Liens; provided, however, that such limited liability company interests may be pledged to the ABL Collateral Agent pursuant to the ABL Guarantee and Collateral Agreement for the benefit of the secured parties thereunder.  HVF has no subsidiaries and owns no capital stock of, or other equity interest in, any other Person, other than Hertz Vehicles LLC.

Section 7.13.  Security Interests.

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

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

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

(d) Except for a change made pursuant to Section 8.19, (i) HVF’s sole place of business and chief executive office shall be at, and the place where its records concerning the Collateral are kept is at: 225 Brae Boulevard, Park Ridge, New Jersey 07656 and (ii) HVF’s jurisdiction of organization is Delaware.  HVF does not transact, and has not transacted, business under any other name.

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

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

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

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(h) HVF owns and has good and marketable title to the Account Collateral, the Investment Property and the General Intangibles Collateral free and clear of any Liens (other than Permitted Liens), claim or encumbrance of any Person.

(i) HVF has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the General Intangibles Collateral and the Investment Property granted to the Trustee in favor of the Secured Parties hereunder.

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

(k) HVF is a Registered Organization.

Section 7.14.  Related Documents.

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

Section 7.15.  No Manufacturer Events of Default.

There are no outstanding Manufacturer Events of Default with respect to any Manufacturer of an Eligible Program Vehicle, nor have any events occurred which, with the giving of notice, the passage of time or both, would constitute such a Manufacturer Event of Default.

Section 7.16.  Non-Existence of Other Agreements.

Other than as permitted by Section 8.22, (i) HVF is not a party to any contract or agreement of any kind or nature and (ii) HVF is not subject to any material obligations or liabilities of any kind or nature in favor of any third party, including, without limitation, Contingent Obligations.  HVF has not engaged in any activities since its formation (other than those incidental to its formation, the authorization and the issue of the initial Series of Notes, the execution of the Related Documents to which it is a party and the performance of the activities referred to in or contemplated by such agreements).

Section 7.17.  Compliance with Contractual Obligations and Laws.

HVF is not (i) in violation of the HVF LLC Agreement, (ii) in violation of any Requirement of Law with respect to HVF or (iii) in violation of any Contractual Obligation with respect to HVF.

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Section 7.18.  Other Representations.

All representations and warranties of HVF made in each Related Document to which it is a party are true and correct and are repeated herein as though fully set forth herein.

ARTICLE VIII   COVENANTS

Section 8.1.  Payment of Notes.

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

Section 8.2.  Maintenance of Office or Agency.

HVF will maintain an office or agency (which may be an office of the Trustee, the Registrar or co-registrar) where Notes may be surrendered for registration of transfer or exchange, where notices and demands to or upon HVF in respect of the Notes and this Indenture may be served, and where, at any time when HVF is obligated to make a payment of principal of, and premium, if any, upon, the Notes, the Notes may be surrendered for payment.  HVF will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.  If at any time HVF shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

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

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

Section 8.3.  Payment of Obligations.

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

Section 8.4.  Conduct of Business and Maintenance of Existence.

HVF will maintain its existence as a limited liability company validly existing, and in good standing under the laws of the State of Delaware and duly qualified as a foreign

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limited liability company licensed under the laws of each state in which the failure to so qualify would be reasonably likely to result in a Material Adverse Effect.

Section 8.5.  Compliance with Laws.

HVF will comply in all respects with all Requirements of Law with respect to HVF and all applicable laws, ordinances, rules, regulations, and requirements of Governmental Authorities except where the necessity of compliance therewith is contested in good faith by appropriate proceedings and where such noncompliance would not materially and adversely affect the business, financial condition, operations or properties of HVF or the ability of HVF to perform its obligations under this Indenture or under any other Related Document to which it is a party; provided, however, such noncompliance will not result in a Lien (other than a Permitted Lien) on any of the Collateral.

Section 8.6.  Inspection of Property, Books and Records.

HVF will keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions, business and activities in accordance with GAAP.  HVF will permit the Trustee or any Person appointed by it to act as its agent to visit and inspect any of its properties, to examine and make abstracts from any of its books and records and to discuss its affairs, finances and accounts with its officers, directors, employees and independent certified public accountants, all at such reasonable times upon reasonable notice and as often as may reasonably be requested.

Section 8.7.  Actions under the Collateral Agreements.

(a) HVF will comply in all material respects with all of its obligations under the Manufacturer Programs.  HVF will not take any action which would permit Hertz, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI, the Intermediary, the Escrow Agent or any other Person to have the right to refuse to perform any of its respective obligations under any of the Collateral Agreements, the Manufacturer Programs or any other instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any Collateral Agreement, Manufacturer Program or any such instrument or agreement.

(b) Except as otherwise provided in Section 3.2(a), HVF agrees that it will not, without the prior written consent of the Trustee acting at the direction of the Requisite Investors, exercise any right, remedy, power or privilege available to it with respect to any obligor under a Collateral Agreement or under any instrument or agreement included in the Collateral, take any action to compel or secure performance or observance by any such obligor of its obligations to HVF or give any consent, request, notice, direction, approval, extension or waiver with respect to any such obligor.  HVF agrees that it will not, without the prior written consent of the Trustee, acting at the direction of the Requisite Investors, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any of the Related Documents or consent to the assignment of any of the Related Documents by any other party thereto.  Upon the occurrence of a Servicer Default, HVF will not, without the prior written consent of the Trustee acting at the direction of the

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Requisite Investors, terminate the Servicer and appoint a successor Servicer in accordance with the HVF Lease and will terminate the Servicer and appoint a successor Servicer in accordance with the HVF Lease if and when so directed by the Trustee acting at the direction of the Requisite Investors.  Notwithstanding the foregoing, HVF may terminate the Master Exchange Agreement and the Escrow Agreement pursuant to their respective terms at any time.

Section 8.8.  Notice of Defaults.

Promptly (and in any event within five (5) Business Days) upon becoming aware of (i) any Potential Amortization Event or Amortization Event with respect to any Series of Notes Outstanding, any Potential Operating Lease Event of Default, any Operating Lease Event of Default or any Servicer Default or (ii) any default under any other Collateral Agreement, any Related Document or under any Manufacturer Program, HVF shall give the Trustee and the Rating Agencies with respect to each Series of Notes Outstanding notice thereof, together with an Officer’s Certificate of HVF setting forth the details thereof and any action with respect thereto taken or contemplated to be taken by HVF.

Section 8.9.  Notice of Material Proceedings.

Promptly (and in any event within five (5) Business Days) upon becoming aware thereof, HVF shall give the Trustee and the Rating Agencies written notice of the commencement or existence of any proceeding by or before any Governmental Authority against or affecting HVF which is reasonably likely to have a material adverse effect on the financial condition, business, assets or operations of HVF or the ability of HVF to perform its obligations under this Indenture or under any other Related Document to which it is a party.

Section 8.10.  Further Requests.

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

Section 8.11.  Further Assurances.

(a) HVF shall do such further acts and things, and execute and deliver to the Trustee such additional assignments, agreements, powers and instruments, as are necessary or desirable to maintain the security interest of the Trustee in the Indenture Collateral on behalf of the Noteholders and of the Collateral Agent in the HVF Vehicle Collateral as a perfected security interest subject to no prior Liens (other than Permitted Liens), to carry into effect the purposes of this Indenture or the other Related Documents or to better assure and confirm unto the Trustee or the Noteholders their rights, powers and remedies hereunder including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby or pursuant to the Collateral Agency Agreement.  Without limiting the generality of the foregoing provisions of this Section 8.11(a), HVF shall take all actions that are required to maintain the security interest of the Trustee in the Indenture Collateral and of the Collateral Agent in the HVF Vehicle Collateral as a perfected security interest subject to no prior Liens (other than Permitted Liens), including, without limitation (i) filing all UCC financing statements, continuation statements and

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amendments thereto necessary to achieve the foregoing, (ii) causing the Lien of the Collateral Agent to be noted on all Certificates of Title and (iii) causing the Servicer, as agent for the Collateral Agent, to maintain possession of the applicable Certificates of Title for the benefit of the Collateral Agent pursuant to Section 2.6(a) of the Collateral Agency Agreement.  If HVF fails to perform any of its agreements or obligations under this Section 8.11(a), the Trustee shall, at the direction of the Required Noteholders of any Series of Notes, itself perform such agreement or obligation, and the expenses of the Trustee incurred in connection therewith shall be payable by HVF upon the Trustee’s demand therefor.  The Trustee is hereby authorized to execute and file any financing statements, continuation statements or other instruments necessary or appropriate to perfect or maintain the perfection of the Trustee’s security interest in the Indenture Collateral.

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

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

(d) On or before March 31 of each calendar year, commencing with March 31, 2003, HVF shall furnish to the Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as are necessary to maintain the perfection of the lien and security interest created by this Indenture or the Collateral Agency Agreement in the Collateral and reciting the details of such action or stating that in the opinion of such counsel no such action is necessary to maintain the perfection of such lien and security interest.  Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the perfection of the lien and security interest of this Indenture in the Collateral until March 31 in the following calendar year.

Section 8.12.  Liens.

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

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Section 8.13.  Other Indebtedness.

(a) HVF will not create, assume, incur, suffer to exist or otherwise become or remain liable in respect of any Indebtedness other than (i) Indebtedness hereunder or under any other Related Document and (ii) Indebtedness under the HVF Credit Facility, the form of which is attached as Exhibit B hereto.

(b) HVF will not enter into the HVF Credit Facility unless, as a condition to the effectiveness of the HVF Credit Facility, the Trustee shall have received one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein, and in a form reasonably acceptable to the Trustee, substantially to the effect that (i) the HVF Credit Facility has been duly authorized, executed and delivered by the parties thereto, and (ii) the HVF Credit Facility is a legal, valid and binding agreement of the parties thereto, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principals of equity.

Section 8.14.  No ERISA Plan.

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

Section 8.15.  Mergers.

HVF will not merge or consolidate with or into any other Person.

Section 8.16.  Sales of Assets.

HVF will not sell, lease, transfer, liquidate or otherwise dispose of any of its property except as contemplated by the Related Documents.

Section 8.17.  Acquisition of Assets.

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

Section 8.18.  Dividends, Officers’ Compensation, etc.

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

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Section 8.19.  Legal Name; Location Under Section 9-301.

HVF will neither change its location (within the meaning of Section 9-301 of the applicable UCC) or its legal name without at least 30 days’ prior written notice to the Trustee and the Collateral Agent.  In the event that HVF desires to so change its location or change its legal name, HVF will make any required filings and prior to actually changing its location or its legal name HVF will deliver to the Trustee and the Collateral Agent (i) an Officer’s Certificate of HVF and an Opinion of Counsel confirming that all required filings have been made to continue the perfected interest of the Trustee on behalf of the Noteholders in the Indenture Collateral and the perfected interest of the Collateral Agent in the HVF Vehicle Collateral in respect of the new location or new legal name of HVF and (ii) copies of all such required filings with the filing information duly noted thereon by the office in which such filings were made.

Section 8.20.  HVF LLC Agreement.

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

Section 8.21.  Investments.

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

Section 8.22.  No Other Agreements.

HVF will not enter into or be a party to any agreement or instrument other than any Related Document, as the same may be amended, modified or supplemented from time to time, any documents related to any Enhancement or any documents and agreements incidental thereto.

Section 8.23.  Other Business.

HVF will not engage in any business or enterprise or enter into any transaction other than the acquisition, financing, leasing and disposition of the HVF Vehicles pursuant to the Related Documents, the related exercise of its rights thereunder, the borrowing of funds under the HVF Credit Facility, the incurrence and payment of ordinary course operating expenses, the issuing and selling of the Notes and other activities related to or incidental to any of the foregoing.

Section 8.24.  Maintenance of Separate Existence.

HVF will:

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

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

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

(d) issue separate financial statements prepared at least annually and prepared in accordance with GAAP;

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

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

(g) take, or refrain from taking, as the case may be, all other actions that are necessary to be taken or not to be taken in order to (x) ensure that the assumptions and factual recitations set forth in the Specified Bankruptcy Opinion Provisions remain true and correct in all material respects with respect to HVF and (y) comply in all material respects with those procedures described in such provisions which are applicable to HVF; and

(h) maintain at least one Independent Director on its Board of Directors.

Section 8.25.  Manufacturer Programs.

(a) Prior to the leasing of any Program Vehicles under the HVF Lease for any model year after the 2002 model year, HVF will (i) cause the Lessee to deliver to the Trustee, the Lessor and the Rating Agencies an Officer’s Certificate of the Lessee substantially in the form of Exhibit C and (ii) have satisfied the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the leasing of Program Vehicles subject to such Manufacturer Program under the HVF Lease.

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(b) No later than six months following the leasing of any Program Vehicles under the HVF Lease for any model year after the 2002 model year, HVF will (x) deliver to the Trustee and the Rating Agencies an executed copy of the Manufacturer Program for such model year and (y) have received an executed Assignment Agreement with respect to such Manufacturer Program for such model year.

(c) Prior to the leasing of any Program Vehicles under the HVF Lease subject to a Manufacturer Program of a new Manufacturer, HVF will (i) have received an executed Assignment Agreement with respect to such Manufacturer Program and (ii) have satisfied the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the leasing of Program Vehicles subject to such Manufacturer Program under the HVF Lease.

(d) HVF shall deliver to the Trustee, the Lessor and the Rating Agencies promptly following the introduction of any prospective material change in any existing Manufacturer Program or the introduction of any new Manufacturer Program by an existing Manufacturer (other than a Manufacturer Program for a new model year by an existing Manufacturer) notice of the same describing the principal terms thereof.  If there is a material change to a Manufacturer Program during a model year, HVF will satisfy the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to the leasing of Program Vehicles subject to such Manufacturer Program, as so changed, pursuant to the HVF Lease.

(e) HVF shall deliver to the Trustee a copy of any rating confirmations required to be obtained pursuant to this Section 8.25.

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

Section 8.26.  Disposition of HVF Vehicles.

(a) HVF will turn in, or cause to be turned in, each Program Vehicle (subject to the right to redesignate a Program Vehicle as a Non-Program Vehicle pursuant to Section 2.6 of the HVF Lease) to the relevant Manufacturer within the Repurchase Period therefor in accordance with the applicable Manufacturer Program unless, prior to the end of such Repurchase Period, HVF sells such Program Vehicle and receives sales proceeds thereof in cash plus, if the related Manufacturer is an Eligible Program Manufacturer, non-return incentives payable by such Manufacturer to HVF, in an amount at least equal to the Repurchase Price that HVF would have received with respect to such Program Vehicle if it had turned such Program Vehicle back to the Manufacturer.

(b) If a Non-Program Vehicle is returned to HVF pursuant to Section 2.5(c) of the HVF Lease, HVF will use commercially reasonable efforts to arrange for the prompt sale of such Non-Program Vehicle and to maximize the sale price thereof.

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Section 8.27.  Insurance.

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

ARTICLE IX   AMORTIZATION EVENTS AND REMEDIES

Section 9.1.  Amortization Events.

If any one of the following events shall occur during the Revolving Period, the Accumulation Period or the Controlled Amortization Period with respect to any Series of Notes (each, an “Amortization Event”):

(a) the occurrence of an Event of Bankruptcy with respect to Hertz Vehicles LLC, HGI, HVF or Hertz;

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

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

(d) any Lease Payment Default shall have occurred;

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

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

(g) there shall have been filed against Hertz, Hertz Vehicles LLC, HGI or HVF (i) a notice of a federal tax lien from the Internal Revenue Service, (ii) a notice of a Lien from the Pension Benefit Guaranty Corporation under Section 412(n) of the Code or Section 302(f) of ERISA for a failure to make a required installment or other payment to a Plan to which either of such sections applies or (iii) a notice of any other Lien (other than a Permitted Lien) that could reasonably be expected to attach to the assets of Hertz Vehicles LLC, HVF or any HVF

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Exchange Account and 30 days shall have elapsed without such notice having been effectively withdrawn or such Lien having been released or discharged;

(h) subject to Section 8.7(b) herein, any of the 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 or Hertz, the Hertz Nominee, the HFC Nominee, Hertz Vehicles LLC, HGI or HVF shall so assert in writing;

(i) any Servicer Default or any Administrator Default shall have occurred; or

(j) any other event shall occur which may be specified in any Series Supplement as an “Amortization Event”;

then (i) in the case of any event described in clause (f), (g), (h), (i) or (j) above (with respect to clause (j) above, only to the extent such Amortization Event is subject to waiver as set forth in the applicable Series Supplement), either the Trustee, by written notice to HVF, or the Required Noteholders of the applicable Series of Notes, by written notice to HVF and the Trustee, may declare that an Amortization Event has occurred with respect to such Series as of the date of the notice or (ii) in the case of any event described in clause (a), (b), (c), (d) or (e) above, an Amortization Event with respect to all Series of Notes then outstanding shall immediately occur without any notice or other action on the part of the Trustee or any Noteholder or (iii) in the case of any event described in clause (j) above (only to the extent such Amortization Event is not subject to waiver as set forth in the applicable Series Supplement), an Amortization Event with respect to the related Series of Notes shall immediately occur without any notice or other action on the part of the Trustee or any Noteholder.

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

(a) General.  If and whenever an Amortization Event with respect to any Series of Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite Investors shall, exercise (or direct the Collateral Agent to exercise) from time to time any rights and remedies available to it under applicable law or any Related Document; provided, however, that if such Amortization Event is with respect to less than all Series of Notes Outstanding, then the Trustee’s rights and remedies pursuant to the provisions of this Section 9.2 shall, to the extent not detrimental to the rights of the holders of the Series of Notes Outstanding with respect to which no Amortization Event shall have occurred, be limited to rights and remedies pertaining only to those Series of Notes with respect to which such Amortization Event has occurred and the Trustee shall exercise such rights and remedies at the written direction of Noteholders holding in excess of 50% of the aggregate Principal Amount of all such Series of Notes with respect to which such Amortization Event has occurred.  Any amounts obtained by the Trustee (or by the Collateral Agent at the direction of the Trustee) on account of or as a result of the exercise by the Trustee of any right shall be held by the Trustee as additional collateral for the repayment of Note Obligations and shall be applied as provided in Article 5.  If so specified in the applicable Series Supplement, the Trustee may agree not to exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to a Series of Notes to the extent set forth therein.

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(b) Liquidation Event of Default; Limited Liquidation Event of Default.  If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct HVF and the Collateral Agent to exercise (and HVF agrees to exercise) all rights, remedies, powers, privileges and claims of HVF against any party to any Related Document arising as a result of the occurrence of such Liquidation Event of Default or Limited Liquidation Event of Default, as the case may be, or otherwise, including the right or power to take any action to compel performance or observance by any such party of its obligations to HVF and the right to terminate all or a  portion of the HVF Lease and take possession of HVF Vehicles and to give any consent, request, notice, direction, approval, extension or waiver in respect of such HVF Lease, and any right of HVF to take such action independent of such direction shall be suspended.  If and whenever a Liquidation Event of Default or a Limited Liquidation Event of Default with respect to any Series of Notes Outstanding shall have occurred and be continuing, the Trustee may and, at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default), shall direct HVF to terminate (a) the Nominee Power of Attorney granted to Hertz and direct the Nominee to grant a Nominee Power of Attorney to HVF, the Collateral Agent or the Trustee, as specified by the Trustee, pursuant to Section 2(c) of the Nominee Agreement, (b) the Power of Attorney granted to Hertz pursuant to Section 2.6(b) of the Collateral Agency Agreement, (c) the Hertz Nominee Power of Attorney granted to Hertz and direct the Hertz Nominee to grant a Hertz Nominee Power of Attorney to the Trustee or the Collateral Agent and/or (d) the HFC Nominee Power of Attorney granted to HFC and direct the HFC Nominee to grant a HFC Nominee Power of Attorney to the Trustee or the Collateral Agent.

(c) Manufacturer Programs and HVF Vehicles.  (i)  Upon the occurrence of a Liquidation Event of Default, the Trustee, at the written direction of the Requisite Investors, shall promptly (and in any event within any reasonably practicable period specified in such written direction) instruct the Collateral Agent to return or cause HVF to return the Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to any Manufacturer), to direct the Collateral Agent to liquidate or cause HVF to liquidate the Program Vehicles in accordance with the rights of HVF under the Related Documents and to otherwise sell or cause to be sold to third parties all Non-Program Vehicles.  Upon the occurrence of a Limited Liquidation Event of Default with respect to any Series of Notes, the Trustee, acting at the written direction of the Required Noteholders of the applicable Series of Notes, shall promptly (and in any event within any reasonably practicable period specified in such written direction) instruct the Collateral Agent to return or cause HVF to return Program Vehicles to the related Manufacturers (after the minimum holding period specified in the Manufacturer’s Manufacturer Program and so long as a Manufacturer Event of Default has not occurred and is continuing with respect to the related Manufacturer) and then, to the extent any Manufacturer fails to accept any such Program Vehicles under the terms of the applicable

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Manufacturer Program (or if a Manufacturer Event of Default has occurred and is continuing with respect to any Manufacturer), to direct the Collateral Agent to liquidate or cause HVF to liquidate Program Vehicles in accordance with the rights of HVF under the Related Documents and to sell Non-Program Vehicles or cause Non-Program Vehicles to be sold to third parties in an amount sufficient to pay all interest and principal on such Series of Notes; provided, however, that the Collateral Agent, the Trustee and HVF shall select the Program Vehicles to be returned to the related Manufacturers and the Non-Program Vehicles to be sold to third parties in a manner that does not adversely affect in any material respect the interests of the Noteholders of any Series of Notes Outstanding or any Enhancement Provider.

(i)In addition to, and not in limitation of, the remedies and duties of the Trustee set forth in subsection (i) above or (iii) below, if a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee may, and at the written direction of the Requisite Investors (in the case of a Liquidation Event of Default) or at the direction of the Required Noteholders of the applicable Series of Notes (in the case of a Limited Liquidation Event of Default) shall direct the Collateral Agent to exercise, or cause HVF to exercise, to the extent necessary, all rights, remedies, powers, privileges and claims of HVF or the Collateral Agent against the Manufacturers under or in connection with the Manufacturer Programs.

(ii)In the event that either (A) an Event of Bankruptcy with respect to any Manufacturer of Program Vehicles shall have occurred and is continuing and such Manufacturer shall fail to repurchase any Program Vehicles in accordance with the terms of the related Manufacturer Program and a Trust Officer has actual knowledge thereof or (B) if there has occurred and is continuing any other Manufacturer Event of Default and a Trust Officer has knowledge thereof, the Trustee shall direct the Collateral Agent to sell or cause HVF to sell any and all Program Vehicles covered by the related Manufacturer Program of such Manufacturer for the highest purchase price offered and, promptly upon receipt, to deposit the proceeds of such sale into the Collection Account for allocation hereunder; provided, however, that if any event described in clause (A) or (B) above occurs, HVF shall have three Business Days from such occurrence to redesignate such Program Vehicles as Non-Program Vehicles in accordance with, and subject to the terms and conditions of, Section 2.6 of the HVF Lease before the Trustee may direct the Collateral Agent to sell any such Program Vehicles.

(d) Failure of HVF or the Collateral Agent to Take Action.  If (i) HVF or the Collateral Agent shall have failed, within 10 Business Days of receiving the direction of the Trustee, to take commercially reasonable action to accomplish directions of the Trustee given pursuant to clauses (b) or (c) above, (ii) HVF or the Collateral Agent refuses to take such action or (iii) the Trustee reasonably determines that such action must be taken immediately, the Trustee may (and at the written direction of the Required Noteholders of the affected Series of Notes (with respect to any Limited Liquidation Event of Default) or the Requisite Investors (with respect to any Liquidation Event of Default) shall), take such previously directed action (and any related action as permitted under this Indenture thereafter determined by the Trustee to be appropriate without the need under this provision or any other provision under this Indenture to direct HVF or the Collateral Agent to take such action).  The Trustee may direct the Collateral Agent to institute legal proceedings for the appointment of a receiver or receivers to take

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possession of the HVF Vehicles pending the sale thereof pursuant either to the powers of sale granted by this Indenture, the Collateral Agency Agreement and the other Related Documents or to a judgment, order or decree made in any judicial proceeding for the foreclosure or involving the enforcement of this Indenture.

(e) Sale of Collateral.  Upon any sale of any of the Collateral directly by the Trustee, or by the Collateral Agent at the direction of the Trustee, whether made under the power of sale given under this Section 9.2 or under judgment, order or decree in any judicial proceeding for the foreclosure or involving the enforcement of this Indenture:

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

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

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

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

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

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

(g) Amortization Event.  Upon the occurrence of an Amortization Event with respect to one or more, but not all, Series of Notes Outstanding, the Trustee shall exercise all remedies hereunder to the extent necessary to pay all interest and principal on the related Series

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of Notes, provided that any such actions shall not adversely affect in any material respect the interests of the Noteholders of any Series of Notes Outstanding with respect to which no Amortization Event shall have occurred.

Section 9.3.  Other Remedies.

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

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

Section 9.4.  Waiver of Past Events.

Subject to Section 12.2, the Noteholders of any Series owning an aggregate Principal Amount of Notes in excess of 66 2/3% of the aggregate Principal Amount of the Outstanding Notes of such Series, by notice to the Trustee, may waive any existing Potential Amortization Event or Amortization Event described in clause (f), (g), (h), (i) or (j) of Section 9.1 (with respect to clause (j), only to the extent subject to waiver as provided in the applicable Series Supplement) which relate to such Series and its consequences.  Upon any such waiver, such Potential Amortization Event shall cease to exist with respect to such Series, and any Amortization Event with respect to such Series arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Potential Amortization Event or impair any right consequent thereon.  A Potential Amortization Event or an Amortization Event described in clause (a), (b), (c), (d), (e) or (j) of Section 9.1 (with respect to clause (j), only to the extent not subject to waiver as set forth in the applicable Series Supplement) shall not be subject to waiver.  The Trustee shall provide notice to each Rating Agency of any waiver by the Noteholders of any Series pursuant to Section 9.4.

Section 9.5.  Control by Requisite Investors.

The Requisite Investors (or, to the extent such remedy relates only to a particular Series of Notes, the Required Noteholders of such Series) may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.  However, subject to Section 10.1, the Trustee may refuse to

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follow any direction that conflicts with law or this Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Noteholders, or that may involve the Trustee in personal liability.

Section 9.6.  Limitation on Suits.

Any other provision of this Indenture to the contrary notwithstanding, a Holder of Notes of any Series may pursue a remedy with respect to this Indenture or the Notes of such Series only if:

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

(b) the Noteholders of at least 25% of the aggregate Principal Amount of all then Outstanding Notes of such Series make a written request to the Trustee to pursue the remedy;

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

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

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

A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder.

Section 9.7.  Unconditional Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any Noteholder of a Note to receive payment of principal and interest on the Note, on or after the respective due dates expressed in the Note, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute and unconditional and shall not be impaired or affected without the consent of the Noteholder.

Section 9.8.  Collection Suit by the Trustee.

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

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Section 9.9.  The Trustee May File Proofs of Claim.

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

Section 9.10.  Priorities.

If the Trustee collects any money pursuant to this Article, the Trustee shall pay out the money in accordance with the provisions of Article 5.

Section 9.11.  Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of any undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to Section 9.7, or a suit by Noteholders of more than 10% of the aggregate Principal Amount of all then Outstanding Notes.

Section 9.12.  Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or to the holders of 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 Indenture or now or hereafter existing at law or in equity or

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otherwise.  The assertion or employment of any right or remedy under this Indenture, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 9.13.  Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any holder of any Note 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 an acquiescence therein.  Every right and remedy given by this Article 9 or by law to the Trustee or to the holders of Notes may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the holders of Notes, as the case may be.

Section 9.14.  Reassignment of Surplus.

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

ARTICLE X   THE TRUSTEE

Section 10.1.  Duties of the Trustee.

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

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

(i)    The Trustee undertakes to perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii)   In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine such certificates or opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).  Except as otherwise provided, the delivery of reports, information and

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documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including HVF’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

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

(ii)   The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(iii)  The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 9.3.

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

(d) Notwithstanding anything to the contrary contained in this Indenture or any of the Related Documents, no provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability (financial or otherwise) if there are reasonable grounds (as determined by the Trustee in its sole discretion) for believing that the repayment of such funds is not reasonably assured to it by the security afforded to it by the terms of this Indenture.  The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any risk, loss, liability or expense.

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

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

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

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

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

Section 10.2.  Rights of the Trustee.

Except as otherwise provided by Section 10.1:

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

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

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

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers conferred upon it by this Indenture.

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

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

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

(h) The Trustee shall not be liable for the acts or omissions of any successor to the Trustee so long as such acts or omissions were not the result of the negligence, bad faith or willful misconduct of the predecessor Trustee.

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

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

(k) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other person employed to act hereunder.

(l) The Trustee may request that HVF deliver an incumbency certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which incumbency certificate may be signed by any person

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authorized to sign an Officer’s Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

Section 10.3.  Individual Rights of the Trustee.

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

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

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

Section 10.5.  Compensation.

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

(b) HVF shall not be required to reimburse any expense or indemnify the Trustee against any loss, liability, or expense incurred by the Trustee through the Trustee’s own willful misconduct or negligence.

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

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

Section 10.6.  Replacement of the Trustee.

(a) A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 10.6.

(b) The Trustee may, after giving forty-five (45) days prior written notice to HVF, each Noteholder and each Rating Agency, resign at any time and be discharged from the trust

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hereby created; provided, however, that no such resignation of the Trustee shall be effective until a successor trustee has assumed the obligations of the Trustee hereunder.  The Requisite Investors may remove the Trustee at any time by so notifying the Trustee and HVF.  So long as no Amortization Event has occurred and is continuing with respect to any Series of Outstanding Notes, HVF may remove the Trustee at any time.  HVF shall remove the Trustee if:

(i)    the Trustee fails to comply with Section 10.8;

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

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

(iv)  the Trustee becomes incapable of acting.

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

(c) If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, at the expense of HVF, HVF or any Noteholder may petition any court of competent jurisdiction for the appointment of a successor Trustee.

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

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

Section 10.7.  Successor Trustee by Merger, etc.

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

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Section 10.8.  Eligibility Disqualification.

(a) There shall at all times be a Trustee hereunder which shall (i) be a corporation organized and doing business under the laws of the United States of America or of any state thereof authorized under such laws to exercise corporate trustee power and (ii) be subject to supervision or examination by Federal or state authority and shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.

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

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

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

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

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

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

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

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

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article 10.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture and any Series Supplement, specifically including every provision of this Indenture or any Series Supplement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.  Every such instrument shall be filed with the Trustee and a copy thereof given to HVF.

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

Section 10.10.  Representations and Warranties of Trustee.

The Trustee represents and warrants to HVF and the Noteholders that:

(i)    The Trustee is an Illinois trust company, organized, existing and in good standing under the laws of the State of Illinois;

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

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

(iv)  The Trustee meets the requirements of eligibility as a trustee hereunder set forth in Section 10.8.

Section 10.11.  HVF Indemnification of the Trustee.

HVF shall indemnify and hold harmless the Trustee or any predecessor Trustee and their respective directors, officers, agents and employees from and against any loss, liability,

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claim, expense (including taxes, other than taxes based upon, measured by or determined by the income of the Trustee or such predecessor Trustee), damage or injury suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of or in connection with the activities of the Trustee or such predecessor Trustee pursuant to this Indenture or any Series Supplement, including but not limited to any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses reasonably incurred in connection with the defense of any actual or threatened action, proceeding, claim (whether asserted by HVF or any Noteholder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 10.11; provided, however, that HVF shall not indemnify the Trustee, any predecessor Trustee or their respective directors, officers, employees or agents if such acts, omissions or alleged acts or omissions constitute bad faith or negligence by the Trustee or such predecessor Trustee, as the case may be.  The indemnity provided herein shall survive the termination of this Indenture and the resignation and removal of the Trustee.

ARTICLE XI   DISCHARGE OF INDENTURE

Section 11.1.  Termination of HVF’s Obligations.

(a) This Indenture shall cease to be of further effect (except that (i) HVF’s obligations under Section 10.5 and Section 10.11, (ii) the Trustee’s and Paying Agent’s obligations under Section 11.3 and (iii) the Noteholders’ and the Trustee’s obligations under Section 13.15 shall survive) when all Outstanding Notes theretofore authenticated and issued (other than destroyed, lost or stolen Notes which have been replaced or paid) have been delivered to the Trustee for cancellation and HVF has paid all sums payable hereunder.

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

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

(ii)   HVF delivers to the Trustee an Officer’s Certificate of HVF stating that all conditions precedent to satisfaction and discharge of this Indenture have been complied with, and an Opinion of Counsel to the same effect;

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

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

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

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

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

(d) The representations and warranties set forth in Article 7 of this Indenture shall survive for so long as any Series of Notes are Outstanding, and may not be waived with respect to any Series of Notes Outstanding.

Section 11.2.  Application of Trust Money.

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

Section 11.3.  Repayment to HVF.

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

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

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

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ARTICLE XII   AMENDMENTS

Section 12.1.  Without Consent of the Noteholders.

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

(i)    to create a new Series of Notes;

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

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

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

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

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

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

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

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

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(b) Upon the request of HVF and receipt by the Trustee of the documents described in Section 2.2, the Trustee shall join with HVF in the execution of any Series Supplement authorized or permitted by the terms of this Indenture and shall make any further appropriate agreements and stipulations which may be therein contained, but the Trustee shall not be obligated to enter into such Series Supplement which affects its own rights, duties or immunities under this Indenture or otherwise.

Section 12.2.  With Consent of the Noteholders.

Except as provided in Section 12.1, the provisions of this Indenture and any Series Supplement (unless otherwise provided in such Series Supplement) may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by HVF, the Trustee and the Requisite Investors (or the Required Noteholders of a Series of Notes, in respect of any amendment to the Series Supplement with respect to such Series of Notes or any amendment to the Indenture which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, as substantiated by a Officer’s Certificate of HVF to such effect); provided, however that this Indenture, any Series Supplement and any Related Document may be amended without the consent of any Noteholder, but subject to any consents specified in a Series Supplement, in order to permit HVF to provide financing in the form of one or more rated and/or unrated asset backed securities and/or one or more credit facilities to PR Borrower for the purpose of acquiring vehicles for its car rental fleet in Puerto Rico or to make payments in reduction of the principal amount of other indebtedness of PR Borrower or for any other purpose which is permitted in the consents, if any, obtained pursuant to the Series Supplements; provided that the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment; provided, further that this Indenture may be amended by HVF without the consent of any Noteholder for the purpose of amending the definition of the term “Ineligible Non-Investment Grade Manufacturer Receivable Amount”; provided that the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment.  Notwithstanding the foregoing (but subject to the proviso in the immediately preceding sentence):

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

(ii)   any amendment, waiver or other modification that would (A) extend the due date for, or reduce the amount of any scheduled repayment or prepayment of principal of or interest on any Note (or reduce the principal amount of or rate of interest on any Note) shall require the consent of each affected Noteholder; (B) affect adversely the interests, rights or obligations of any Noteholder individually in comparison to any other Noteholder shall require the consent of such Noteholder; or (C) amend or

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otherwise modify any Amortization Event shall require the consent of each affected Noteholder; and

(iii)  any amendment, waiver or other modification that would (A) approve the assignment or transfer by HVF of any of its rights or obligations hereunder or under any other Related Document to which it is a party, except pursuant to the express terms hereof or thereof; (B) release any obligor under any Related Document to which it is a party, except pursuant to the express terms of such Related Document; or (C) amend or otherwise modify any Servicer Default, shall require in each case the consent of Noteholders holding not less than 66⅔% of the Aggregate Principal Amount (or Noteholders holding not less than 66⅔% of the aggregate Principal Amount Outstanding of any Series of Notes, in respect of any amendment to a Series Supplement with respect to such Series of Notes or any amendment to the Indenture which affects only the Noteholders of such Series of Notes and does not affect the Noteholders of any other Series of Notes, as substantiated by an Officer’s Certificate of HVF to such effect).

No failure or delay on the part of any Noteholder or the Trustee in exercising any power or right under this Indenture or any other Related Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.

Section 12.3.  Supplements.

Each amendment or other modification to this Indenture or the Notes shall be set forth in a Supplement.  The initial effectiveness of each Supplement shall be subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding and the delivery to the Trustee of an Opinion of Counsel that such Supplement is authorized by this Indenture and the conditions precedent set forth herein and in such Series Supplement with respect thereto have been satisfied.  In addition to the manner provided in Sections 12.1 and 12.2, each Series Supplement may be amended as provided in such Series Supplement.

Section 12.4.  Revocation and Effect of Consents.

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

Section 12.5.  Notation on or Exchange of Notes.

The Trustee may place an appropriate notation about an amendment or waiver on any Note thereafter authenticated.  HVF, in exchange for all Notes, may issue and the Trustee shall authenticate new Notes that reflect the amendment or waiver.  Failure to make the

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appropriate notation or issue a new Note shall not affect the validity and effect of such amendment or waiver.

Section 12.6.  The Trustee to Sign Amendments, etc.

The Trustee shall sign any Supplement authorized pursuant to this Article 12 if the Supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee.  If it does, the Trustee may, but need not, sign it.  In signing such Supplement, the Trustee shall be entitled to receive, if requested, an indemnity reasonably satisfactory to it and to receive and, subject to Section 10.1, shall be fully protected in relying upon, an Officer’s Certificate of HVF and an Opinion of Counsel as conclusive evidence that such Supplement is authorized or permitted by this Indenture and that all conditions precedent have been satisfied, and that it will be valid and binding upon HVF in accordance with its terms.

ARTICLE XIII   MISCELLANEOUS

Section 13.1.  Notices.

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

If to HVF:

Hertz Vehicle Financing LLC
c/o       The Hertz Corporation
            225 Brae Boulevard
            Park Ridge, NJ  07656

Attn:   Treasury Department
Phone:  (201) 307-2000
Fax:  (201) 307-2746

with a copy to the Administrator:

The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ  07656

Attn:   Treasury Department
Phone:  (201) 307-2000
Fax:  (201) 307-2746

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If to the Trustee:

BNY Midwest Trust Company
2 North LaSalle
Chicago, IL  60602

Attn:  Corporate Trust Administration – Structured Finance
Phone:  (312) 827-8569
Fax:  (312) 827-8562

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

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

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

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

If HVF mails a notice or communication to Noteholders, it shall mail a copy to the Trustee at the same time.

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

In the case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be

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made that is satisfactory to the Trustee shall constitute a sufficient notification for every purpose hereunder.

Section 13.2.  Communication by Noteholders With Other Noteholders.

Noteholders may communicate with other Noteholders with respect to their rights under this Indenture or the Notes.

Section 13.3.  Certificate and Opinion as to Conditions Precedent.

Upon any request or application by HVF to the Trustee to take any action under this Indenture, HVF shall furnish to the Trustee an Officer’s Certificate of HVF in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 13.4) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with.

Section 13.4.  Statements Required in Certificate.

Each certificate with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that the Person giving such certificate has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based;

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

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

Section 13.5.  Rules by the Trustee.

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

Section 13.6.  Duplicate Originals.

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

Section 13.7.  Benefits of Indenture.

Except as set forth in a Series Supplement, nothing in this Indenture or in the Notes, expressed or implied, shall give to any Person, other than the parties hereto and their

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successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.

Section 13.8.  Payment on Business Day.

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

Section 13.9.  Governing Law.

THIS INDENTURE, AND ALL MATTERS ARISING FROM OR IN ANY MANNER RELATING TO THIS INDENTURE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 13.10.  Successors.

All agreements of HVF in this Indenture and the Notes shall bind its successor; provided, however, HVF may not assign its obligations or rights under this Indenture or any Related Document.  All agreements of the Trustee in this Indenture shall bind its successor.

Section 13.11.  Severability.

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

Section 13.12.  Counterpart Originals.

The parties may sign any number of copies of this Indenture.  Each signed copy shall be an original, but all of them together represent the same agreement.

Section 13.13.  Table of Contents, Headings, etc.

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

Section 13.14.  Termination; Indenture Collateral.

This Indenture, and any grants, pledges and assignments hereunder, shall become effective concurrently with the issuance of the first Series of Notes and shall terminate when (a) all Note Obligations shall have been fully paid and satisfied, (b) the obligations of each

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Enhancement Provider under any Enhancement and related documents have terminated, and (c) any Enhancement shall have terminated, at which time the Trustee, at the request of HVF and upon receipt of an Officer’s Certificate of HVF to the effect that the conditions in clauses (a), (b) and (c) above have been complied with and upon receipt of a certificate from the Trustee and each Enhancement Provider to the effect that the conditions in clauses (a), (b) and (c) above have been complied with, shall reassign (without recourse upon, or any warranty whatsoever by, the Trustee) and deliver all Indenture Collateral and documents then in the custody or possession of the Trustee promptly to HVF.

HVF and the Noteholders hereby agree that, if any funds remain on deposit in the Collection Account after the termination of this Indenture, such amounts shall be released by the Trustee and paid to HVF.

Section 13.15.  No Bankruptcy Petition Against HVF.

Each of the Noteholders and the Trustee hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting, against HVF, Hertz Vehicles LLC, HGI or the Intermediary any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings, under any Federal or state bankruptcy or similar law; provided, however, that nothing in this Section 13.15 shall constitute a waiver of any right to indemnification, reimbursement or other payment from HVF pursuant to this Indenture.  In the event that any such Noteholder or the Trustee takes action in violation of this Section 13.15, HVF, Hertz Vehicles LLC, HGI or the Intermediary, as the case may be, shall file or cause to be filed an answer with the bankruptcy court or otherwise properly contesting the filing of such a petition by any such Noteholder or the Trustee against HVF, Hertz Vehicles LLC, HGI  or the Intermediary, as the case may be, or the commencement of such action and raising the defense that such Noteholder or the Trustee has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.  The provisions of this Section 13.15 shall survive the termination of this Indenture, and the resignation or removal of the Trustee.  Nothing contained herein shall preclude participation by any Noteholder or the Trustee in the assertion or defense of its claims in any such proceeding involving HVF, Hertz Vehicles LLC, HGI or the Intermediary.

Section 13.16.  No Recourse.

The obligations of HVF under this Indenture are solely the obligations of HVF.  No recourse shall be had for the payment of any amount owing in respect of any fee hereunder or any other obligation or claim arising out of or based upon this Indenture against any member, employee, officer or director of HVF.  Fees, expenses or costs payable by HVF hereunder shall be payable by HVF to the extent and only to the extent that HVF is reimbursed therefor pursuant to any of the Related Documents, or funds are then available or thereafter become available for such purpose pursuant to Article 5.  In the event that HVF is not reimbursed for such fees, expenses or costs or that sufficient funds are not available for their payment pursuant to Article 5, the excess unpaid amount of such fees, expenses or costs shall in no event constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or corporate obligation of, HVF.

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Nothing in this Section 13.16 shall be construed to limit the Trustee from exercising its rights hereunder with respect to the Collateral.

Section 13.17.  Waiver of Jury Trial.

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

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

HERTZ VEHICLE FINANCING LLC,
as Issuer
By:	/s/ Robert H. Rillings
	Name: Robert H. Rillings
	Title: Vice President & Treasurer
BNY MIDWEST TRUST COMPANY,
	as Trustee
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Assistant Vice President

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SCHEDULE 1

TO THE

AMENDED AND RESTATED

BASE INDENTURE

DEFINITIONS LIST

“ABL Collateral Agent” means Deutsche Bank AG, New York Branch, in its capacity as Collateral Agent under the ABL Guarantee and Collateral Agreement.

“ABL Guarantee and Collateral Agreement” means that certain Guarantee and Collateral Agreement, dated as of the Restatement Effective Date, by and among, Hertz, certain of its subsidiaries, CCMG Corporation, and Deutsche Bank AG, New York Branch, as collateral agent.

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

“Accrued Amounts” means, with respect to any Series of Notes (or any class of such Series of Notes), the amount, if any, specified in the applicable Series Supplement.

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

“Acquisition Date” the date on which CCMG Acquisition, Corporation, a company formed by Clayton Dubilier & Rice, Inc., The Carlyle Group, and Merrill Lynch Global Partners, Inc. or an affiliate thereof consummates the acquisition of Hertz, directly or through one or more subsidiaries.

“Additional Subsidies” has the meaning specified in Section 1.1 of the Master Exchange Agreement.

“Adjusted Aggregate Asset Amount” with respect to any Series of Notes, has the meaning specified in the applicable Series Supplement.

“Administration Agreement” means the Amended and Restated Administration Agreement, dated as of the Restatement Effective Date, by and among the Administrator, HVF and the Trustee, as amended, modified or supplemented from time to time in accordance with its terms.

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

“Administrator Default” means any of the events described in Section 8(d) of the Administration Agreement.

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

“Affiliate Issuer” means any special purpose entity that is an Affiliate of Hertz that has entered into financing arrangements secured by one or more Series of Notes.

“Agent” means any Registrar or Paying Agent.

“Aggregate Asset Amount” means, as of any date, the amount equal to the sum, rounded to the nearest $100,000, of (i) the Net Book Value of all Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the Net Book Value of all Non-Program Vehicles that are Eligible Vehicles as of such date not sold or deemed to be sold under the Related Documents, plus (iii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, as of such date by Manufacturers with respect to Vehicles that are Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iv) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles but not Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (v) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program, all amounts receivable (other than amounts specified in clauses (iii) and (iv) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (vi) with respect to Eligible Vehicles that have been turned in to and accepted by the Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (vii) with respect to Eligible Vehicles that have been turned in to and accepted by the Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (iii), (iv), (v) and (vi) above), plus (viii) with respect to Rejected Vehicles, the amount due and payable as of such date by HGI to HVF pursuant to Section 1.05(b) of the Purchase Agreement, plus (ix) with respect to Eligible Vehicles that were Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (x) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted

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for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents, plus (xi) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Accounts, minus (xii) any Ineligible Asset Amount on such date.

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

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

“Aggregate Required Asset Amount” means, on any date of determination, the sum of the Required Asset Amount with respect to each Series of Notes Outstanding on such date.

“Amortization Commencement Date” means, with respect to a Series of Notes, the date on which an Amortization Event for such Series is deemed to have occurred pursuant to Section 9.1 of the Base Indenture.

“Amortization Event” with respect to each Series of Notes, has the meaning specified in Section 9.1 of the Base Indenture.

“Amortization Period” means, with respect to any Series of Notes, the period following the Revolving Period which shall be the Accumulation Period, the Controlled Amortization Period or the Rapid Amortization Period, each as defined in the applicable Series Supplement.

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

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

“Assignment Agreement” means the agreement with respect to each Manufacturer and its Manufacturer Program, entered into or to be entered into among Hertz, HGI, HVF and the Collateral Agent and acknowledged by such Manufacturer, (a) (x) (i) assigning to HGI certain of Hertz’s rights, title and interest in and to such Manufacturer’s Manufacturer Program as such rights, title and interest relate to passenger automobiles and light-duty trucks purchased and to be purchased by HGI from such Manufacturer under such Manufacturer Program and (ii) assigning from HGI to HVF those rights, title and interest as they relate to passenger automobiles and light-duty trucks purchased by HVF from HGI pursuant to the Purchase Agreement, (y) in the case of the Initial Hertz Vehicles, assigning to HVF certain of Hertz’s rights, title and interest in and to such Manufacturer’s Manufacturer Program as such rights, title and interest relate to passenger automobiles and light-duty trucks purchased by Hertz from such Manufacturer under such Manufacturer Program and contributed by Hertz to HVF and (z) in the case of the Service Vehicles, assigning to HVF certain of HFC’s rights, title and interest in and to such Manufacturer’s Manufacturer Program as such rights, title and interest relate to passenger automobiles and light-duty trucks purchased by HFC from such

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Manufacturer under such Manufacturer Program and purchased by HVF from HFC, (b) assigning to the Collateral Agent on behalf of the Trustee HVF’s rights, title and interest therein and (c) assigning to the Collateral Agent on behalf of Hertz HGI’s rights, title and interest therein.

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

“Audi” means Audi of America, Inc., a division of Volkswagen.

“Authorized Officer” means (a) as to HGI, any of the President, any Vice President, the Treasurer or any Assistant Treasurer of HGI, (b) as to HVF, any of the President, any Vice President, the Treasurer or any Assistant Treasurer of HVF and (c) as to the Servicer, the Administrator or the Lessee, any of the President, any Vice President, the Treasurer or any Assistant Treasurer of Hertz.

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

“Base Indenture” means the Amended and Restated Base Indenture, dated as of the Restatement Effective Date, between HVF and the Trustee, as amended, modified or supplemented from time to time, exclusive of Series Supplements.

“BMW” means Bayerische Motoren Werke Aktiengesellschaft, a German corporation, and its successors.

“Board of Directors” means the Board of Directors of the Lessee or the Board of Directors of HVF, as applicable, or, in each case, any authorized committee of the Board of Directors.

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

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

“Capitalized Cost” means, with respect to each Vehicle, the sum of (a) the price paid for such Vehicle by HGI or the Intermediary (or, in the case of the Initial Hertz Vehicles, Hertz, or, in the case of the Service Vehicles, HFC) to the Manufacturer, dealer or other Person selling such Vehicle, as established by the invoice delivered in connection with the purchase of such Vehicle and reflecting any adjustments made pursuant to Section 1.05(d) of the Purchase Agreement (or, with respect to the Initial Hertz Vehicles or the Service Vehicles, any adjustments made by the related Manufacturer to such invoice price), plus, (b) if not otherwise included therein, with respect to any Program Vehicle, dealer profit to the extent included in the

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capitalized cost of such Program Vehicle under the terms of the applicable Manufacturer Program, or, with respect to any Non-Program Vehicle, dealer profit to the extent included in the capitalized cost of Program Vehicles of the same make, model and model year under the terms of the applicable Manufacturer Program, plus (c) delivery charges for such Vehicle minus, in the case of any Non-Program Vehicle, the amount of any upfront incentive fees paid or payable to HGI or the Intermediary (or, in the case of the Initial Hertz Vehicles, Hertz, or, in the case of the Service Vehicles, HFC) by the Manufacturer of such Vehicle in respect of the purchase of such Vehicle.

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

“Casualty” means, with respect to any HVF Vehicle, that (a) such HVF Vehicle is destroyed, seized or otherwise rendered permanently unfit or unavailable for use, (b) such HVF Vehicle is lost or stolen and is not recovered for 180 days following the occurrence thereof or (c) in the case of a Program Vehicle not redesignated under Section 2.6 of the HVF Lease, the return of such HVF Vehicle cannot, prior to the end of the applicable Repurchase Period, be effected for any reason or the Manufacturer thereof did not accept such HVF Vehicle for repurchase under the terms of the applicable Manufacturer Program, in either case, for any reason other than the Manufacturer’s willful refusal or inability to comply with its obligations under its Manufacturer Program.

“Casualty Payment” has the meaning specified in Section 6.2 of the HVF Lease.

“Cede” means Cede & Co., a nominee of DTC.

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

“Certificate of Title” means, with respect to each Vehicle, the certificate of title applicable to such Vehicle duly issued in accordance with the certificate of title act or statute of the jurisdiction applicable to such Vehicle.

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“Chrysler” means DaimlerChrysler Motors Corporation, a Delaware corporation, and its successors.

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

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

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

“Clearstream” means Clearstream Banking, societe anonyme.

“Closing Date” means the Restatement Effective Date or any Series Closing Date.

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

“Collateral” means the collective reference to the Indenture Collateral and the HVF Vehicle Collateral.

“Collateral Account” is defined in Section 2.5(a) of the Collateral Agency Agreement.

“Collateral Agency Agreement” means the Amended and Restated Collateral Agency Agreement, dated as of the Restatement Effective Date, among HVF, as grantor, HGI, as grantor, Hertz as servicer, the Collateral Agent, the Trustee, as secured party, and Hertz, as secured party, as amended, restated, modified or supplemented from time to time in accordance with its terms.

“Collateral Agent” means BNY Midwest Trust Company, in its capacity as collateral agent under the Collateral Agency Agreement and any successor thereto or permitted assign in such capacity thereunder.

“Collateral Agreements” means the HVF Lease, the Supplemental Documents, the Assignment Agreements, the Purchase Agreement, the Hertz Contribution Agreement, the Administration Agreement, the Nominee Agreement, the Hertz Nominee Agreement, the HFC Nominee, the Indemnification Agreement, the LLC Agreement, the HVF Credit Facility, any Swap Agreement, any Series-Specific Swap Agreement, any Enhancement Agreement, the Master Exchange Agreement and the Escrow Agreement.

“Collection Account” means securities account no. 162826 entitled “BNY Midwest Trust Company, as Trustee, Securities Account of Hertz Vehicle Financing LLC”

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maintained by the Collection Account Securities Intermediary pursuant to the Collection Account Control Agreement or any successor securities account maintained pursuant to the Collection Account Control Agreement.

“Collection Account Control Agreement” means the agreement among HVF, BNY Midwest Trust Company, as securities intermediary, and the Trustee, dated as of September 18, 2002, relating to the Collection Account, as the same may be amended and supplemented from time to time.

“Collection Account Securities Intermediary” means BNY Midwest Trust Company or any other securities intermediary that maintains the Collection Account pursuant to the Collection Account Control Agreement.

“Collections” means, without duplication, (a) all payments on the Collateral, including, without limitation, (i) all payments by or on behalf of the Lessee under the HVF Lease, (ii) all payments by Hertz to HVF under the Indemnification Agreement, (iii) all proceeds of the HVF Vehicles, including (A) all payments made by or on behalf of any Manufacturer or auction dealer, under the related Manufacturer Program with respect to HVF Vehicles, but excluding Excluded Payments, (B) all payments by or on behalf of any other Person as proceeds from the sale of HVF Vehicles and (C) all insurance proceeds and warranty payments in respect of the HVF Vehicles, but excluding Excluded Payments, whether such payments are in the form of cash, checks, wire transfers or other forms of payment and whether in respect of principal, interest, repurchase price, fees, expenses or otherwise, (iv) all payments by HGI to HVF under the Purchase Agreement, including, without limitation (A) all payments of the Transfer Price by HGI in respect of Transferred HVF Vehicles and Manufacturer Receivables pursuant to Section 1.06 of the Purchase Agreement and (B) all payments of the Rejected Vehicle Payment by HGI or the Servicer pursuant to Section 1.05(b) of the Purchase Agreement, (v) all Swap Payments (vi) all payments made from a Collateral Account (including the Joint Collection Account (as defined in the Master Exchange Agreement)) or an HVF Exchange Account to the Collection Account and (vii) all amounts earned on Permitted Investments of funds in the Collection Account and, to the extent so specified in a Series Supplement, in a Series Account.

“Committed Purchaser” means a special purpose company that has committed to purchase a Series of Notes from HVF from time to time and that finances such purchases with, among other things, the proceeds of commercial paper notes issued by such special purpose company.

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

“Condition Report” means a condition report with respect to a Program Vehicle, signed and dated by the Servicer and a Manufacturer or its agent in accordance with the applicable Manufacturer Program.

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

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“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 Obligation 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 indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

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

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

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

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

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

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“Defaulting Manufacturer” has the meaning specified in Section 18(a) of the HVF Lease.

“Definitions List” means this Definitions List, as amended or modified from time to time.

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

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

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

“Depreciation Charge” means, with respect to (a) any Program Vehicle, the applicable depreciation charge set forth in the related Manufacturer Program for such Program Vehicle calculated on a daily basis and (b) any Non-Program Vehicle, the scheduled daily depreciation charge for such Non-Program Vehicle set forth by HVF in the Depreciation Schedule for such Non-Program Vehicle.  If such charge is expressed as a percentage, the daily Depreciation Charge for such Vehicle shall be such percentage multiplied by the Capitalized Cost for such Vehicle calculated on a daily basis.  For Vehicles not held for a full month in the month of acquisition, the Depreciation Charges shall be prorated by multiplying the applicable depreciation amount by a fraction, the numerator of which is the number of days from the In-Service Date with respect to such Vehicle to the first day of the next month and the denominator of which is the number of days in such month.  For the month in which a Program Vehicle is turned back to the applicable Manufacturer pursuant to a Manufacturer Program, the Depreciation Charge shall be prorated by multiplying the applicable depreciation amount by a fraction, the numerator of which is the number of days from the first day of such month to the Turnback Date for such Vehicle and the denominator of which is the number of days in such month.  In the event a Vehicle is sold other than pursuant to the Manufacturer Program or suffers a Casualty, the Depreciation Charge shall be prorated by multiplying the applicable depreciation amount by a fraction, the numerator of which is the number of days from the first day of such month to the date of the sale of such Vehicle or the date such Vehicle suffers a Casualty, as the case may be, and the denominator of which is the number of days in such month.

“Depreciation Schedule” means the initial schedule of estimated daily depreciation prepared by HVF with respect to each type of Non-Program Vehicle, as revised from time to time by HVF, subject to Section 24 of the HVF Lease.

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

“Disposition Date” means with respect to any HVF Vehicle, (i) if such HVF Vehicle was sold at Auction pursuant to a Guaranteed Depreciation Program or returned to a Manufacturer for repurchase pursuant to a Repurchase Program, the Turnback Date, (ii) if such HVF Vehicle is sold to HGI in accordance with Section 1.06 of the Purchase Agreement, the date on which the Transfer Price with respect to such Transferred HVF Vehicle is deposited into

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the Collection Account or an HVF Exchange Account, (iii) if such HVF Vehicle was sold to any Person (other than to a Manufacturer pursuant to such Manufacturer’s Repurchase Program, to a third party through an Auction conducted by or through or arranged by the Manufacturer pursuant to its Guaranteed Depreciation Program or to HGI pursuant to the Purchase Agreement) the date on which the proceeds of such sale are deposited in the Collection Account or an HVF Exchange Account, (iv) if such HVF Vehicle becomes a Casualty or an Ineligible Vehicle (except as a result of a sale thereof), the date on which the Casualty Payment is paid by the Lessee to the Trustee or (v) if such HVF Vehicle becomes a Rejected Vehicle pursuant to Section 1.05(b) of the Purchase Agreement, the date on which the Rejected Vehicle Payment is paid by HGI to the Trustee.

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

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

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

“DTC” means The Depository Trust Company.

“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 thirtieth (30th) day after the Disposition Date for such Vehicle.

“Early Termination Payment” has the meaning specified in Section 13.4 of the HVF Lease.

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

“Eligible Manufacturer” means (a) each Eligible Program Manufacturer, Mitsubishi and Subaru and (b) any other Manufacturer with respect to which the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied.

“Eligible Manufacturer Program” means at any time a Manufacturer Program that is in full force and effect with an Eligible Program Manufacturer; provided that (a) with respect to any new Manufacturer Program (including a new model year Manufacturer Program of an Eligible Program Manufacturer and a Manufacturer Program of a new Eligible Program Manufacturer) that is proposed for consideration after the Initial Closing Date as an Eligible Manufacturer Program, prior to such new Manufacturer Program constituting an “Eligible Manufacturer Program” hereunder, the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such Manufacturer Program, and (b) with respect to any material change (other than as specified in clause (a) above) in the terms of

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any existing Eligible Manufacturer Program, prior to such Manufacturer Program, as changed, constituting an “Eligible Manufacturer Program” hereunder, the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such change.

“Eligible Program Manufacturer” means (a) Ford, GM, Chrysler, Toyota, Honda, Mazda, Nissan, Volvo, Jaguar, Audi, Volkswagen, Land Rover, Hyundai, Kia, Lexus, Mercedes and BMW or (b) a Manufacturer (i) who, at the time that such Manufacturer is proposed for consideration as an Eligible Program Manufacturer, has a long term unsecured debt rating of at least “BBB-” from S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” from Fitch, provided, that if a Manufacturer proposed for consideration under the preceding clause (b) does not have a rating from S&P or Moody’s, then the rating of the entity specified by the Rating Agencies shall apply, or (ii) with respect to which the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied; provided, however, that upon the occurrence of a Manufacturer Event of Default with respect to any such Manufacturer, such Manufacturer shall no longer qualify as an Eligible Program Manufacturer.

“Eligible Program Vehicle” means a Program Vehicle that is subject to an Eligible Manufacturer Program on the Vehicle Operating Lease Commencement Date for such Program Vehicle, unless it is redesignated as a Non-Program Vehicle pursuant to Section 2.6 of the HVF Lease.

“Eligible Vehicle” means an HVF Vehicle (i) that is not older than forty-eight (48) months from the date of the original manufacturer invoice therefore, (ii) the Certificate of Title for which is in the name of the Hertz Vehicles LLC, as nominee titleholder for HVF and notes the Collateral Agent as the first lienholder (other than (x) with respect to an Initial Hertz Vehicle, for which the Certificate of Title shall be in the name of Hertz, (y) with respect to a Service Vehicle, for which the Certificate of Title shall be in the name of HFC and (z) in the case of clauses (x) and (y) above, each Certificate of Title described therein shall not note any lien thereon, including, without limitation, the lien of the Collateral Agent) (or, the Certificate of Title has been submitted to the appropriate state authorities for such retitling and notation), (iii) that is owned by HVF free and clear of all Liens other than Permitted Liens and (iv) that is designated as an HVF Vehicle in accordance with the Collateral Agency Agreement.

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

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

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

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

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

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

“Escrow Agent” has the meaning specified in Section 1.1 of the Escrow Agreement.

“Escrow Agreement” means the Escrow Agreement, dated as of the Restatement Effective Date, among the Escrow Agent, the Intermediary, Hertz, HVF and HGI, as amended, modified or supplemented from time to time in accordance with its terms, or any replacement escrow agreement entered into pursuant to Section 5.01(e) of such escrow agreement (or the comparable provision of a replacement escrow agreement), as amended, modified or supplemented from time to time in accordance with its terms.

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

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

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

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

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

“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.

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

“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 and (d) all amounts payable by a Manufacturer in reimbursement for warranty work performed by or on behalf of HVF on the Vehicles.

“Expected Final Payment Date” means, with respect to any Series of Notes, the date stated in the applicable Series Supplement as the date on which such Series of Notes is expected to be paid in full.

“FDIC” means the Federal Deposit Insurance Corporation.

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

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

“Fitch” means Fitch Ratings.

“Ford” means Ford Motor Company, a Delaware corporation, and its successors.

“Ford Letter of Credit” means an irrevocable letter of credit issued for the account of Ford or an affiliate thereof in favor of the Trustee for the benefit of a Series of Notes or a class of a Series of Notes.

“Ford Reimbursement Obligations” means any and all obligations of HVF in respect of a Ford Letter of Credit set forth in any Series Supplement; provided, however that no

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Ford Reimbursement Obligation in respect of a disbursement made under a Ford Letter of Credit shall arise until such time as Ford has reimbursed the provider of such Ford Letter of Credit for such disbursement.

“GAAP” means the generally accepted accounting principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors and successors from time to time.

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

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

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

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

“Guaranteed Depreciation Program” means a guaranteed depreciation program pursuant to which a Manufacturer has agreed to (a) cause Vehicles manufactured by it or one of its Affiliates that are turned back during the specified Repurchase Period to be sold by an auction dealer, (b) cause the proceeds of any such sale to be deposited in a Collateral Account by such auction dealer promptly following such sale and (c) pay to HVF or the Intermediary 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 a Collateral Account by an auction dealer pursuant to clause (b) above.

“Hertz” means The Hertz Corporation, a Delaware corporation, and its successors.

“Hertz Contribution Agreement” means the Contribution Agreement, dated as of the Restatement Effective Date, between Hertz and HVF, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Hertz Nominee” means Hertz, as nominee titleholder for HVF pursuant to the Hertz Nominee Agreement.

“Hertz Nominee Agreement” means the Vehicle Title Nominee Agreement, dated as of the Restatement Effective Date, among Hertz, HVF and the Collateral Agent, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Hertz Nominee Power of Attorney” means a power of attorney in the form of Exhibit A-2 to the Hertz Nominee Agreement.

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“Hertz Vehicles LLC” means Hertz Vehicles LLC, a Delaware limited liability company, and its successors.

“HFC” means Hertz Funding Corp., a Delaware corporation, and its successors.

“HFC Nominee” means HFC, as nominee titleholder for HVF pursuant to the HFC Nominee Agreement.

“HFC Nominee Agreement” means the Vehicle Title Nominee Agreement, dated as of the Restatement Effective Date, among HFC, HVF, Hertz and the Collateral Agent, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“HFC Nominee Power of Attorney” means a power of attorney in the form of Exhibit A-2 to the HFC Nominee Agreement.

“HFC Purchase Agreement” means the Purchase Agreement, dated as of the Restatement Effective Date, between HFC and HVF, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

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

“HGI Account” means concentration account no. 323242723, held at JPMorgan Chase Bank in the name of Hertz General Interest LLC.

“HGI Credit Facility” means the Credit and Security Agreement dated as of September 18, 2002, between HGI and Hertz, as amended, modified or supplemented from time to time in accordance with its terms.

“HGI Eligible Vehicle” means a HGI Vehicle (i) that is not older than forty-eight (48) months from the date of the original manufacturer invoice therefore, (ii) the Certificate of Title for which is in the name of the Hertz Vehicles LLC, as nominee titleholder for HGI and notes the Collateral Agent as the first lienholder (or the Certificate of Title has been submitted to the appropriate state authorities for such notation), (iii) that is owned by HGI free and clear of all Liens other than Permitted Liens and (iv) that is designated as a HGI Vehicle in accordance with the Collateral Agency Agreement.

“HGI Exchange Account” has the meaning specified in Section 1.1 of the Master Exchange Agreement.

“HGI Lease” means the Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of the Restatement Effective Date, between HGI, as lessor thereunder, and Hertz, as lessee and as servicer, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

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“HGI LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of HGI, dated as of Restatement Effective Date, as amended, modified or supplemented from time to time in accordance with its terms.

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

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

“HGI Vehicle Collateral” has the meaning specified in Section 2.1(b) of the Collateral Agency Agreement.

“Honda” means American Honda Motor Co., Inc., a California corporation, and its successors.

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

“HVF Credit Facility” means the Credit Agreement, in the form attached as Exhibit B to the Base Indenture, to be entered into between HVF and Hertz, as amended, modified or supplemented from time to time in accordance with its terms.

“HVF Exchange Account” has the meaning specified in Section 1.1 of the Master Exchange Agreement.

“HVF Lease” means the Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of the Restatement Effective Date, between HVF, as lessor thereunder, and Hertz, as lessee and as servicer, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“HVF LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of HVF, dated as of the Restatement Effective Date, as amended, modified or supplemented from time to time in accordance with its terms.

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

“HVF Vehicle” means a passenger automobile or light-duty truck (including any Initial Hertz Vehicle or Service Vehicle) which is owned by HVF and leased by HVF to the Lessee pursuant to the HVF Lease (including any such Vehicle that constitutes Replacement Property under, and as defined in, the Master Exchange Agreement).

“HVF Vehicle Collateral” has the meaning specified in Section 2.1(a) of the Collateral Agency Agreement.

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

“IHV Transfer Value” means with respect to each Initial Hertz Vehicle, the net book value of such Initial Hertz Vehicle, as recorded on the books and records of Hertz (with appropriate adjustments for depreciation) at the time of the contribution of each Initial Hertz Vehicle to HVF pursuant to Section 1.01 of the Hertz Contribution Agreement.

“Indebtedness”, as applied to any Person, means, 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 secured by any Lien on any property or asset owned by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person, and (f) all Contingent Obligations of such Person in respect of any of the foregoing.

“Indemnified Person” has the meaning specified in Section 2 of the Indemnification Agreement.

“Indemnification Agreement” means the Amended and Restated Indemnification Agreement, dated as of the Restatement Effective Date, among Hertz, Hertz Vehicles LLC, HGI and HVF, as amended, modified or supplemented from time to time in accordance with its terms.

“Indenture” means the Base Indenture, together with all Series Supplements, as amended, modified or supplemented from time to time by Supplements thereto in accordance with its terms.

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

“Independent Director” has the meaning specified in Schedule A to each of the LLC Agreement, the HVF LLC Agreement and the HGI LLC Agreement.

“Ineligible Asset Amount” means, as of any date of determination, an amount equal to the sum (without duplication) of the following amounts to the extent that such amounts are included in clauses (i) through (x) of the definition of Aggregate Asset Amount for such date: (a) the aggregate amount of all Manufacturer Receivables (other than Excluded Payments) as of such date payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, by a Manufacturer with respect to which a Manufacturer Event of Default specified in clause (i) or (ii) of the definition thereof has occurred with respect to HVF Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (b) the aggregate amount of all Manufacturer Receivables (other than Excluded Payments) as of such date payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, by a Manufacturer which is an Eligible Program

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Manufacturer with respect to HVF Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction which amounts are unpaid more than one hundred (100) days past the applicable Due Date, plus (c) the aggregate of all amounts specified in clause (iv) of the definition of “Aggregate Asset Amount” which are unpaid more than forty-five (45) days past the applicable Disposition Date, plus (d) the aggregate of all amounts specified in clause (v) of the definition of “Aggregate Asset Amount” which are unpaid sixty (60) days or more past the applicable Disposition Date, plus (e) the aggregate of all amounts specified in clauses (vi), (vii) and (x) of the definition of “Aggregate Asset Amount” which are past due as of such date and in respect of which any grace period provided for in the HVF Lease for the making of such payments has expired, plus (f) the aggregate of all amounts specified in clause (viii) of the definition of “Aggregate Asset Amount” which are unpaid more than five Business Days past the date on which the related Rejected Vehicle was rejected by the Lessee pursuant to Section 1.05(b) of the Purchase Agreement, plus (g) the aggregate of all amounts specified in clause (ix) of the definition of “Aggregate Asset Amount” which are payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, by a Manufacturer which was an Eligible Program Manufacturer with respect to which a Manufacturer Event of Default specified in clause (i) or (ii) of the definition thereof has occurred or which are unpaid more than sixty (60) days past the due date thereof, plus (h) the amount by which (x) the aggregate of all amounts specified in clause (v) of the definition of “Aggregate Asset Amount” which are unpaid more than fifteen (15) days but less than sixty (60) days past the applicable Disposition Date exceeds (y) 1% of the Aggregate Asset Amount on such date plus (i) the amount by which (x) the aggregate of all amounts specified in clauses (i) and (ii) of the definition of “Aggregate Asset Amount” attributable to Initial Hertz Vehicles exceeds (y) the Maximum Initial Hertz Vehicle Amount plus (j) the amount by which (x) the aggregate of all amounts specified in clauses (i) and (ii) of the definition of “Aggregate Asset Amount” attributable to Service Vehicles exceeds (y) the Maximum Service Vehicle Amount plus (k) the Ineligible Non-Investment Grade Manufacturer Receivable Amount.

“Ineligible Non-Investment Grade Manufacturer Receivable Amount” means, as of any date of determination, with respect to each Non-Investment Grade Manufacturer, an amount equal to the sum (without duplication) of the following amounts to the extent that such amounts are included in clauses (i) through (x) of the definition of Aggregate Asset Amount for such date:  (a) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, as of such date by such Non-Investment Grade Manufacturer with respect to Vehicles that are Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Manufacturer or delivered and accepted for Auction, plus (b) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case, as of such date by such Non-Investment Grade Manufacturers with respect to Vehicles that were Eligible Vehicles but not Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Manufacturer or delivered and accepted for Auction; provided, that the definition of “Ineligible Non-Investment Grade Manufacturer Receivable Amount” may be amended by HVF, subject to satisfaction of the Rating Agency Condition with respect to such amendment; provided further that any Non-Investment Grade Manufacturer may be excluded from this definition by HVF, subject to satisfaction of the Rating Agency Condition with respect to such exclusion.

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“Ineligible Vehicle” means an HVF Vehicle that is not an Eligible Vehicle.

“Initial Closing Date” means the date on which the initial Series of Notes is issued pursuant to the Indenture.

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

“Initial Hertz Vehicles” means, solely during the period commencing on the Acquisition Date and ending 180 days from the Acquisition Date, a passenger automobile or light-duty truck which is contributed by Hertz to HVF on or prior to the Acquisition Date pursuant to the Hertz Contribution Agreement and leased by HVF to the Lessee pursuant to the HVF Lease (including any such Vehicle that constitutes Replacement Property under and as defined in the Master Exchange Agreement) and (i) that is not older than forty-eight (48) months from the date of the original manufacturer invoice therefore, (ii) the Certificate of Title for which is in the name of Hertz and shall not note any lien thereon, including, without limitation, the lien of the Collateral Agent (or the Certificate of Title has been submitted to the appropriate state authorities for retitling and notation of the lien of the Collateral Agent as the first lienholder), (iii) that has been made subject to the Hertz Nominee Agreement, (iv) that is owned by HVF free and clear of all Liens other than Permitted Liens and (v) that is designated as an HVF Vehicle in accordance with the Collateral Agency Agreement.  For the avoidance of doubt, with respect to any passenger automobile or light-duty truck, from and after receipt by the Servicer or a Servicer’s Agent, as agent of, and custodian for, the Collateral Agent, or its designated agents, of a Certificate of Title with respect to such passenger automobile or light-duty truck which is in the name of Hertz Vehicles LLC, as nominee titleholder for HVF, and which notes the Collateral Agent as the first lienholder, such passenger automobile or light-duty truck shall not constitute an Initial Hertz Vehicle.  In addition, for the avoidance of doubt, from and after the expiration of the period ending 180 days from the Acquisition Date, no passenger automobile or light-duty truck shall constitute an Initial Hertz Vehicle.

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

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

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

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

“Intermediary” means the Person acting in the capacity of Qualified Intermediary pursuant to the Master Exchange Agreement.

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

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

“Investment Property” has the meaning specified in Section 9-102(a)(49) of the applicable UCC.

“Invoice Adjustment” has the meaning specified in Section 1.05(d) of the Purchase Agreement.

“Jaguar” means Jaguar Cars, a division of Ford Motor Company, and its successors.

“Kia” means Kia Motors America, Inc., a California corporation, and its successors.

“Land Rover” means Land Rover North America, Inc., a Delaware corporation, and its successors.

“Lease” means either the HVF Lease or the HGI Lease.

“Lease Payment Default” means the occurrence of any event described in Section 17.1.1 of the HVF Lease.

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

“Lessee” means Hertz, in its capacity as the lessee under the HVF Lease and the HGI Lease.

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

“Lexus” means Lexus, a division of Toyota, and its successors.

“Lien” means, when used with respect to any Person, any interest in any real or personal property, asset or other right held, owned or being purchased or acquired by such Person which secures payment or performance of any obligation, and shall include any mortgage, lien, pledge, encumbrance, charge, retained security title of a conditional vendor or

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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.

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

“Liquidation Event of Default” means, so long as such event or condition continues, any of the following: (a) any Lease Payment Default, (b) an Event of Bankruptcy with respect to Hertz, Hertz Vehicles LLC, HGI or HVF or (c) an Operating Lease Event of Default in respect of a breach by the Lessee of its agreements set forth in Section 18(a) of the HVF Lease.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Hertz Vehicles LLC, dated as of September 18, 2002, as amended, modified or supplemented from time to time in accordance with its terms.

“Luxembourg Agent” has the meaning specified in Section 2.4(c) of the Base Indenture.

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

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

“Manufacturer Event of Default” means with respect to any Manufacturer, (i) there shall be Past Due Amounts owing to Hertz, HGI, HVF or the Intermediary with respect to such Manufacturer in an amount equal to or in excess of the lesser of (x) $25 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, net of Past Due Amounts aggregating no more than $50 million, (A) that are the subject of a good faith dispute as evidenced in a writing by Hertz, HGI, HVF 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 Hertz, HGI or HVF, as the case may be, has provided adequate reserves as reasonably determined by such Person, (ii) the occurrence of an Event of Bankruptcy with respect to such Manufacturer and such Manufacturer has not assumed its Manufacturer Program in accordance with the Bankruptcy Code 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 Program” means at any time any Repurchase Program or Guaranteed Depreciation Program that is in full force and effect with a Manufacturer (i) pursuant to which the repurchase price or guaranteed auction sale price is at least equal to the Capitalized

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Cost of each Vehicle, minus all Depreciation Charges accrued with respect to such Vehicle prior to the date that the Vehicle is submitted for repurchase, minus Excess Mileage Charges, minus Excess Damage Charges, (ii) that cannot be amended or terminated with respect to any Vehicle after the purchase of that Vehicle, and (iii) the assignment of the benefits of which to HVF and the Collateral Agent has been acknowledged in writing by the related Manufacturer in the form of an Assignment Agreement.

“Manufacturer Receivable” means an amount due from a Manufacturer or an auction dealer under a Manufacturer Program in respect of or in connection with a Program Vehicle disposed of in accordance with such Manufacturer Program.

“Market Value” means, with respect to any Vehicle as of any date of determination, the wholesale market value of such Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such Vehicle based on the average equipment and the average mileage of each vehicle of such model class and model year; provided, that if the NADA Guide is not being published or the NADA Guide is being published but such Vehicle is not included therein, the Finance Guide at the beginning of the model year shall be used to estimate the wholesale market value of the Vehicle, based on the Vehicle’s model class and model year or the closest model class and model year thereto and a vehicle condition of “average” (as defined in the Finance Guide); provided, further, that if the Finance Guide is not being published or the Finance Guide is being published but such Vehicle or a reasonably similar model class and model year is not included therein, the wholesale market value of such Vehicle shall be based on an independent third-party data source, and determined in accordance with a methodology, with respect to which the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the wholesale market value of such Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Servicer.

“Master Exchange Agreement” means the Master Exchange Agreement, dated as of the Restatement Effective Date, among Hertz, HVF, HGI, the Intermediary and J.P. Morgan Property Holdings LLC, as amended, modified or supplemented from time to time in accordance with its terms.

“Material Adverse Effect” means, with respect to any occurrence, event or condition:

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

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

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

4.     an adverse effect on (i) the validity or enforceability of any Related Document or (ii) on the validity, status, perfection or priority of the Lien of the Trustee in the Indenture Collateral or of the Collateral Agent in the HVF Vehicle Collateral; provided that with respect to the Initial Hertz Vehicles and the Service Vehicles, the lack of the notation of the lien of the Collateral Agent on the Certificates of Title related to such Vehicles to the extent provided under the Related Documents, shall not constitute a Material Adverse Effect.

“Maximum Initial Hertz Vehicle Amount” means during the period (i) from and including the Restatement Effective Date to but excluding the 90th day following the Restatement Effective Date, $480,000,000 of the Adjusted Aggregate Asset Amount, (ii) from and including the 90th day following the Restatement Effective Date to but excluding the 180th day following the Restatement Effective Date, $270,000,000 of the Adjusted Aggregate Asset Amount and (iii) thereafter, $0.

“Maximum Lease Termination Date” means, with respect to any Vehicle, the earlier of (x) the last Business Day of the month that is 36 months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such Vehicle and (y) the last Business Day of the month that is 47 months after the date of original invoice for such Vehicle.

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

“Maximum Non-Eligible Manufacturer Amount” means, as of any date of determination, the lowest Maximum Non-Eligible Manufacturer Amount specified in any Series Supplement under which Notes are Outstanding as of such date.

“Maximum Non-Eligible Vehicle Amount” means, as of any date of determination, the lowest Maximum Non-Eligible Vehicle Amount specified in any Series Supplement under which Notes are Outstanding as of such date.

“Maximum Service Vehicle Amount” means, $35,000,000.

“Maximum Term” has the meaning specified in Section 3.1 of the HVF Lease.

“Mazda” means Mazda Motor of America, Inc., a California corporation, d/b/a Mazda North American Operations, and its successors, provided, that for determination of ratings by the Rating Agencies, “Mazda” means Mazda Motor Corporation and its successors.

“Measurement Month” on any date, means each calendar month, or the smallest number of consecutive calendar months, preceding such date in which at least the lesser of the

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

“Mercedes” means, Mercedes Benz USA, a wholly owned subsidiary of Chrysler, and its successors.

“Minimum Term” has the meaning specified in Section 3.1 of the HVF Lease.

“Mitsubishi” means Mitsubishi Motor Sales of America, Inc., a California corporation, and its successors.

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

“Monthly Base Rent” has the meaning specified in Section 4.1 of the HVF Lease.

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

“Monthly Servicing Fee” has the meaning specified in Section 23 of the HVF Lease.

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

“Monthly Variable Rent” has the meaning specified in Section 4.2 of the HVF Lease.

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

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

“Net Book Value” means, (a) with respect to each New Vehicle subject to either Lease, (i) as of any date of determination during the period from the Vehicle Operating Lease Commencement Date for such New Vehicle under such Lease to but excluding the Initial Determination Date for such New Vehicle, the Capitalized Cost of such New Vehicle, (ii) as of the Initial Determination Date for such New Vehicle, (A) the Capitalized Cost for such New Vehicle minus (B) the aggregate Depreciation Charges accrued with respect to such New Vehicle under such Lease through the last day of the Related Month in which the Vehicle Operating Lease Commencement Date for such New Vehicle under such Lease occurred and (iii) as of any Determination Date after the Initial Determination Date for such New Vehicle, (A) the Net Book Value of such New Vehicle as calculated on the immediately preceding Determination Date minus (B) the aggregate Depreciation Charges accrued with respect to such New Vehicle under such Lease during the Related Month (through the last day thereof), (b) with respect to

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each Transferred Vehicle subject to either Lease, (i) as of any date of determination during the period from the Vehicle Operating Lease Commencement Date for such Transferred Vehicle under such Lease to but excluding the Initial Determination Date for such Transferred Vehicle, the Transfer Price of such Transferred Vehicle paid by the Purchaser of such Transferred Vehicle pursuant to Section 1.07 of the Purchase Agreement, (ii) as of the Initial Determination Date for such Transferred HGI Vehicle, (A) the Transfer Price of such Transferred Vehicle paid by the Purchaser of such Transferred Vehicle pursuant to Section 1.07 of the Purchase Agreement minus (B) the aggregate Depreciation Charges accrued with respect to such Transferred Vehicle under such Lease through the last day of the Related Month in which the Vehicle Operating Lease Commencement Date for such Transferred Vehicle under such Lease occurred and (iii) as of any Determination Date after the Initial Determination Date for such Transferred Vehicle, (A) the Net Book Value of such Transferred Vehicle as calculated on the immediately preceding Determination Date minus (B) the aggregate Depreciation Charges accrued with respect to such Transferred Vehicle under such Lease during the Related Month (through the last day thereof), (c) with respect to each Initial Hertz Vehicle subject to the HVF Lease, (i) as of any date of determination during the period from the Vehicle Operating Lease Commencement Date for such Initial Hertz Vehicle under such Lease to but excluding the Initial Determination Date for such Initial Hertz Vehicle, the IHV Transfer Value of such Initial Hertz Vehicle, (ii) as of the Initial Determination Date for such Initial Hertz Vehicle, (A) the IHV Transfer Value of such Initial Hertz Vehicle minus (B) the aggregate Depreciation Charges accrued with respect to such Initial Hertz Vehicle under such Lease through the last day of the Related Month in which the Vehicle Operating Lease Commencement Date for such Initial Hertz Vehicle under such Lease occurred and (iii) as of any Determination Date after the Initial Determination Date for such Initial Hertz Vehicle, (A) the Net Book Value of such Initial Hertz Vehicle as calculated on the immediately preceding Determination Date minus (B) the aggregate Depreciation Charges accrued with respect to such Initial Hertz Vehicle under such Lease during the Related Month (through the last day thereof) and (d) with respect to each Service Vehicle subject to the HVF Lease, (i) as of any date of determination during the period from the Vehicle Operating Lease Commencement Date for such Service Vehicle under such Lease to but excluding the Initial Determination Date for such Service Vehicle, the SV Transfer Price of such Service Vehicle paid by HVF pursuant to Section 1.02 of the HFC Purchase Agreement, (ii) as of the Initial Determination Date for such Service Vehicle, (A) the SV Transfer Price of such Service Vehicle paid by HVF pursuant to Section 1.02 of the HFC Purchase Agreement minus (B) the aggregate Depreciation Charges accrued with respect to such Service Vehicle under such Lease through the last day of the Related Month in which the Vehicle Operating Lease Commencement Date for such Service Vehicle under such Lease occurred and (iii) as of any Determination Date after the Initial Determination Date for such Service Vehicle, (A) the Net Book Value of such Service Vehicle as calculated on the immediately preceding Determination Date minus (B) the aggregate Depreciation Charges accrued with respect to such Service Vehicle under such Lease during the Related Month (through the last day thereof).  After the Initial Determination Date for a Vehicle, on any day which is not a Determination Date, the Net Book Value of such Vehicle shall be the Net Book Value calculated for such Vehicle on the most recent Determination Date.  In connection with a redesignation of an Eligible Vehicle as either a Program Vehicle or a Non-Program Vehicle in accordance with Section 2.6 of the HVF Lease, the Net Book Value of such Vehicle shall be recalculated on the next Determination Date following such redesignation as if such Vehicle had been designated as a Non-Program Vehicle (in the case of a redesignated

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Program Vehicle) or a Program Vehicle (in the case of a redesignated Non-Program Vehicle) on the Vehicle Operating Lease Commencement Date for such Vehicle.

“New HVF Vehicle” means a Vehicle that is purchased from HGI pursuant to Section 1.05 of the Purchase Agreement.

“New Vehicle” has the meaning specified in Section 1.04 of the Purchase Agreement.

“New Vehicle Schedule” has the meaning specified in Section 1.04 of the Purchase Agreement.

“Nissan” means Nissan North America, Inc., a California corporation, and its successors.

“Nominee” means Hertz Vehicles LLC, as nominee titleholder for each of HGI and HVF pursuant to the Nominee Agreement.

“Nominee Agreement” means the Amended and Restated Vehicle Title Nominee Agreement dated as of September 18, 2002 among Hertz Vehicles LLC, HVF, HGI, and the Collateral Agent, as amended, modified or supplemented from time to time in accordance with its terms.

“Nominee Power of Attorney” means a power of attorney in the form of Exhibit A to the Nominee Agreement.

“Non-Eligible Program Vehicle” means a Program Vehicle that is not an Eligible Program Vehicle on the Vehicle Operating Lease Commencement Date for such Program Vehicle.

“Non-Investment Grade Manufacturer” has the meaning specified, with respect to any Series, in the applicable Series Supplement.

“Non-Program Vehicle” means an HVF Vehicle that is not subject to a Manufacturer Program on the Vehicle Operating Lease Commencement Date for such HVF Vehicle or which is redesignated as a Non-Program Vehicle pursuant to Section 2.6 of the HVF Lease.

“Non-Program Vehicle Special Default Payments” has the meaning specified in Section 13.3 of the HVF Lease.

“Noteholder” and “Holder” means the Person in whose name a Note is registered in the Note Register.

“Note Obligations” means all principal and interest, at any time and from time to time, owing by HVF on the Notes and all costs, fees and expenses payable by, or obligations of, HVF under the Indenture and/or the Related Documents.

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

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

“Note Register” means the register maintained pursuant to Section 2.5(a) of the Base Indenture, providing for the registration of the Notes and transfers and exchanges thereof.

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

“Officer’s Certificate” means a certificate signed by an Authorized Officer of Hertz, HGI, Hertz Vehicles LLC or HVF, as the case may be.

“Operating Lease Commencement Date” has the meaning specified in Section 3.2 of the HVF Lease.

“Operating Lease Event of Default” has the meaning specified in Section 17.1 of the HVF Lease.

“Operating Lease Expiration Date” has the meaning specified in Section 3.2 of the HVF Lease.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel to Hertz, HGI, Hertz Vehicles LLC or HVF, as the case may be.

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

“Past Due Amounts” means, with respect to any Manufacturer, the amount that such Manufacturer (or if such Manufacturer’s Manufacturer Program is a Guaranteed Depreciation Program, such Manufacturer or any related auction dealers) shall have failed to pay when due under such Manufacturer’s Manufacturer Program with respect to a Vehicle turned in to such Manufacturer with respect to which such failure shall have continued for more than one hundred (100) days following the Due Date.

“Paying Agent” has the meaning specified in Section 2.5(a) of the Base Indenture.

“Payment Date” means, unless otherwise specified in any Series Supplement for the related Series of Notes, the 25th day of each calendar month, or if such date is not a Business Day, the next succeeding Business Day, commencing on October 25, 2002.

“Permitted Check Payments” means (i) payments of sales proceeds of HVF Vehicles made by check by auction dealers under the Manufacturer Program with Chrysler and

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(ii) payments made by check by GM, Hyundai and Subaru under their respective Manufacturer Programs.

“Permitted Investments” means negotiable instruments or securities, payable in Dollars, issued by an entity organized under the laws of the United States of America and represented by instruments in bearer or registered or in book-entry form which evidence (excluding any security with the “r” symbol attached to its rating):

(i)  obligations the full and timely payment of which are to be made by or is fully guaranteed by the United States of America other than financial contracts whose value depends on the values or indices of asset values;

(ii)  demand deposits of, time deposits in, or certificates of deposit issued by, any depositary institution or trust company incorporated under the laws of the United States of America or any state thereof whose short-term debt is rated “P-1” by Moody’s, “A-1+” by S&P (or as otherwise agreed to by S&P) and, if rated by Fitch, “F1+” by Fitch (or as otherwise agreed to by Fitch) and subject to supervision and examination by Federal or state 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+” (or as otherwise agreed to by S&P), a credit rating from Moody’s of “P-1” and, if rated by Fitch, a credit rating from Fitch of “F-1+” (or as otherwise agreed to by Fitch) in the case of certificates of deposit or short-term deposits, or a rating from S&P not lower than “AA,” a rating from Moody’s not lower than “Aa2” and, if rated by Fitch, a rating from Fitch not lower than “AA” in the case of long-term unsecured debt obligations;

(iii)  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+” (or as otherwise agreed to by S&P), a rating from Moody’s of “P-1” and, if rated by Fitch, a rating from Fitch of “F-1+” (or as otherwise agreed to by Fitch);

(iv)  bankers’ acceptances issued by any depositary institution or trust company described in clause (ii) above;

(v)  investments in money market funds rated “AAAm” by S&P, “Aaa” by Moody’s and, if rated by Fitch, “AAA” by Fitch, or otherwise approved in writing by S&P, Moody’s and Fitch;

(vi)  Eurodollar time deposits having a credit rating from S&P of “A-1+” (or as otherwise agreed to by S&P), a credit rating from Moody’s of “P-1” and, if rated by Fitch, a credit rating from Fitch of “F-1+” (or as otherwise agreed to by Fitch);

(vii)  repurchase agreements involving any of the Permitted Investments described in clauses (i) and (vi) above and the certificates of deposit described in clause (ii) above which are entered into with a depository institution or trust company, having a

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commercial paper or short-term certificate of deposit rating of “A-1+” by S&P (or as otherwise agreed to by S&P), “P-1” by Moody’s and, if rated by Fitch, “F-1+” by Fitch (or as otherwise agreed to by Fitch) or which otherwise is approved as to collateralization by the Rating Agencies; and

(viii)  any other instruments or securities, if the Rating Agencies confirm in writing that the investment in such instruments or securities will not adversely affect any ratings with respect to any Series of Notes.

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

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

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

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

“Pool Factor” means, unless a Series of Notes is issued in more than one Class as stated in the applicable Series Supplement, a number carried out to seven decimals representing the ratio of the Principal Amount of such Series as of such Record Date (determined after taking into account any reduction in the Principal Amount which will occur on the following Payment Date) to the Initial Principal  Amount of such Series, and with respect to a Series of Notes having more than one Class, as specified in the applicable Series Supplement.

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

29

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

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

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

“Principal Amount” means, with respect to each Series of Notes, the amount specified in the applicable Series Supplement.

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

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

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

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

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

“Program Vehicle” means an HVF Vehicle eligible under, and subject to, a Manufacturer Program.

“Program Vehicle Special Default Payments” has the meaning specified in Section 13.3 of the HVF Lease.

“PR Borrower” means Puerto Ricancars Fleet, LLC, a Puerto Rican special purpose limited liability company established under the laws of the Commonwealth of Puerto Rico.

“Purchase Agreement” means the Amended and Restated Participation, Purchase and Sale Agreement dated as of the Restatement Effective Date by and among HGI, HVF, the Servicer and the Lessee, as amended, modified or supplemented from time to time in accordance with its terms.

“Purchaser” has the meaning specified in the recitals to the Purchase Agreement.

“Qualified Institution” means a depository institution organized under the laws of the United States of America or any State thereof or incorporated under the laws of a foreign jurisdiction with a branch or agency located in the United States of America or any State thereof and subject to supervision and examination by federal or state banking authorities which at all

30

times has the Required Rating and, in the case of any such institution organized under the laws of the United States of America, whose deposits are insured by the FDIC.

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

“Qualified Intermediary” means a Person satisfying the requirements for a “qualified intermediary” within the meaning of Section 1031 of the Code and the regulations thereunder.

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

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

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

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

“Reasonably Equivalent Value” has the meaning specified in Section 1.07 of the Purchase Agreement.

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

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

“Registrar” has the meaning specified in Section 2.5(a) of the Base Indenture.

“Rejected Vehicle” has the meaning specified in Section 1.05(b) of the Purchase Agreement.

“Rejected Vehicle Payment” has the meaning specified in Section 1.05(b) of the Purchase Agreement.

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“Rejected Vehicle Schedule” has the meaning specified in Section 1.05(b) of the Purchase Agreement.

“Related Documents” means, collectively, the Indenture, the Notes, the Purchase Agreement, the Hertz Contribution Agreement, the HFC Purchase Agreement, the Nominee Agreement, the Hertz Nominee Agreement, the HFC Nominee Agreement, the Collateral Agency Agreement, the Indemnification Agreement, the LLC Agreement, the HVF Credit Facility, any Enhancement Agreement, the Assignment Agreements, the Administration Agreement, the Depository Agreements, any agreements relating to the issuance or the purchase of any Series of Notes, the HVF Lease, the Supplemental Documents relating to the HVF Lease, the Master Exchange Agreement and the Escrow Agreement.

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

“Related Vehicle Collateral” has the meaning specified in Section 5.1(a) of the Collateral Agreement.

“Relinquished Property Proceeds” has the meaning specified in Section 1.1 of the Master Exchange Agreement.

“Rent” has the meaning specified in Section 4.3 of the HVF Lease.

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

“Repurchase Period” means, with respect to any Program Vehicle, the period during which such 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 (i) 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 (ii) 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 has agreed to repurchase Vehicles manufactured by such Manufacturer or one of its Affiliates during the specified Repurchase Period.

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

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

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

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

“Requirements of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, limited liability company agreement, partnership agreement or other organizational or governing documents of such Person or any of its property, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales acts).

“Requisite Investors” means Noteholders holding in excess of 50% of the sum of (a) the Aggregate Principal Amount and (b) the sum of the unutilized purchase commitments of the Committed Purchasers (excluding, for the purposes of making the foregoing calculation, any Notes held by any Affiliate of Hertz (other than a Committed Purchaser or an Affiliate Issuer)); provided, however that, upon the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes held by a Committed Purchaser, the purchase commitment of such Committed Purchaser shall be deemed to be zero.

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

“Restatement Effective Date” means December 21, 2005.

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

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

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

“S&P” or “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

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

“Seller” has the meaning specified in the recitals to the Purchase Agreement.

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

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

“Series of Notes” or “Series” means each Series of Notes issued and authenticated pursuant to the Base Indenture and the applicable Series Supplement.

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

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

“Series Termination Date” means, with respect to any Series of Notes, the date stated in the applicable Series Supplement as the termination date.

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

“Servicer Default” has the meaning specified in Section 17.7 of the HVF Lease.

“Service Vehicles” means, solely during the period commencing on the Acquisition Date and ending 180 days from the Acquisition Date, a passenger automobile or light-duty truck which is sold by HFC to HVF on or prior to the Acquisition Date pursuant to the HFC Purchase Agreement and leased by HVF to the Lessee pursuant to the HVF Lease (including any such Vehicle that constitutes Replacement Property under and as defined in the Master Exchange Agreement) and (i) that is not older than forty-eight (48) months from the date of the original manufacturer invoice therefore, (ii) the Certificate of Title for which is in the name of HFC and shall not note any lien thereon, including, without limitation, the lien of the Collateral Agent (or the Certificate of Title has been submitted to the appropriate state authorities for retitling and notation of the lien of the Collateral Agent as the first lienholder), (iii) that has been made subject to the HFC Nominee Agreement, (iv) that is owned by HVF free and clear of all Liens other than Permitted Liens and (v) that is designated as an HVF Vehicle in accordance with the Collateral Agency Agreement.  For the avoidance of doubt, with respect to any passenger automobile or light-duty truck, from and after receipt by the Servicer or a Servicer’s Agent, as agent of, and custodian for, the Collateral Agent, or its designated agents, of a Certificate of Title with respect to such passenger automobile or light-duty truck which is in the name of Hertz Vehicles LLC, as nominee titleholder for HVF and which notes the Collateral Agent as the first lienholder, such passenger automobile or light-duty truck shall not constitute a

34

Service Vehicle.  In addition, for the avoidance of doubt, from and after the expiration of the period ending 180 days from the Acquisition Date, no passenger automobile or light-duty truck shall constitute a Service Vehicle.

“Special Default Payments” has the meaning specified in Section 13.3 of the HVF Lease.

“Special Term” has the meaning specified in Section 3.1 of the HVF Lease.

“Specified Bankruptcy Opinion Provisions” means the provisions contained in the legal opinions delivered in connection with the issuance of each Series of Notes or, if applicable, amendments to the Related Documents relating to the non-substantive consolidation of Hertz and its Affiliates (other than HGI and Hertz Vehicles LLC) and HVF.

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

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

“Supplement” means a supplement to the Base Indenture complying (to the extent applicable) with the terms of Article 12 of the Base Indenture.

“Supplemental Documents” has the meaning specified in Section 2.1 of the HVF Lease.

“SV Transfer Price” has the meaning specified in Section 1.02 of the HFC Purchase Agreement.

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

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

“Tax Opinion” means an Opinion of Counsel to be delivered in connection with the issuance of a new Series of Notes to the effect that, for United States federal income tax purposes, (i) the issuance of such new Series of Notes will not affect adversely the United States federal income tax characterization of any Series of Notes Outstanding or Class thereof that was (based upon an Opinion of Counsel) characterized as debt at the time of their issuance and (ii)

35

HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes.

“10-K Report” has the meaning specified in Section 25.5 of the HVF Lease.

“Term” has the meaning specified in Section 3.2 of the HVF Lease.

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

“Termination Value” means, with respect to (a) any Vehicle other than a Transferred Vehicle, as of any date, an amount equal to (i) the Capitalized Cost of such Vehicle, minus (ii) all Depreciation Charges for such Vehicle accrued prior to such date under the applicable Lease, (b) any Transferred Vehicle, as of any date, an amount equal to (i) the Transfer Price previously paid by or on behalf of HGI or HVF, as the case may be, for such Vehicle pursuant to Section 1.07 of the Purchase Agreement minus (ii) all Depreciation Charges for such Transferred Vehicle accrued under the applicable Lease from the date such Vehicle was transferred pursuant to Section 1.06 of the Purchase Agreement to such date, (c) any Initial Hertz Vehicle, as of any date, an amount equal to (i) the IHV Transfer Value of such Initial Hertz Vehicle minus (ii) all Depreciation Charges for such Initial Hertz Vehicle accrued under the applicable Lease from the date such Initial Hertz Vehicle was transferred pursuant to Section 1.01 of the Hertz Contribution Agreement to such date and (d) any Service Vehicle, as of any date, an amount equal to (i) the SV Transfer Price previously paid by or on behalf of HVF for such Vehicle pursuant to Section 1.02 of the HFC Purchase Agreement minus (ii) all Depreciation Charges for such Service Vehicle accrued under the applicable Lease from the date such Service Vehicle was transferred pursuant to Section 1.01 of the HFC Purchase Agreement to such date.

“Toyota” means Toyota Motor Sales, U.S.A., Inc., a California corporation, and its successors, provided, that for determination of ratings by the Rating Agencies, “Toyota” means Toyota Motor Corporation and its successors.

“Transfer Price” has the meaning specified in Section 1.07 of the Purchase Agreement.

“Transferred HGI Vehicle” means, as of any date of determination, a HGI Vehicle which has been sold to HVF pursuant to Section 1.06 of the Purchase Agreement prior to such date.

“Transferred HVF Vehicle” means, as of any date of determination, an HVF Vehicle which has been sold to HGI pursuant to Section 1.06 of the Purchase Agreement prior to such date.

“Transferred Vehicle” means either a Transferred HGI Vehicle or a Transferred HVF Vehicle.

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“Transferred Vehicle Schedule” has the meaning specified in Section 1.06 of the Purchase Agreement.

“Trustee” means the party named as such in the Indenture until a successor replaces it in accordance with the applicable provisions of the Indenture and thereafter means the successor serving thereunder.

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

“Turnback Date” means, with respect to any Program Vehicle, the date on which such Vehicle is accepted for return by a Manufacturer or its agent pursuant to its Manufacturer Program and the Depreciation Charges cease to accrue pursuant to its Manufacturer Program.

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

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

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

“Vehicle” means either a HGI Vehicle or an HVF Vehicle.

“Vehicle Collateral” means the collective reference to the HGI Vehicle Collateral and the HVF Vehicle Collateral.

“Vehicle Funding Date” has the meaning specified in Section 3.1 of the HVF Lease.

“Vehicle Operating Lease Commencement Date” has the meaning specified in Section 3.1 of each of the Leases.

“Vehicle Operating Lease Expiration Date” has the meaning specified in Section 3.1 of each of the Leases.

“Vehicle Purchase Price” has the meaning specified in Section 2.4 of the HVF Lease.

“Vehicle Return Default” has the meaning specified in Section 17.6 of the HVF Lease.

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“Vehicle Term” has the meaning specified in Section 3.1 of the HVF Lease.

“Vehicle Turn-In Condition” has the meaning specified in Section 13.1 of the HVF Lease.

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

“Volvo” means Volvo Cars of North America, LLC, a Delaware limited liability company, and its successors.

“VIN” means vehicle identification number.

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

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EX-4.9.2

EXHIBIT 4.9.2

HERTZ VEHICLE FINANCING LLC,

as Issuer

and

BNY MIDWEST TRUST COMPANY,

as Trustee and Securities Intermediary

AMENDED AND RESTATED SERIES 2005-1 SUPPLEMENT

dated as of August 1, 2006

to


SECOND AMENDED AND RESTATED

BASE INDENTURE


dated as of August 1, 2006

$500,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1
$275,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-2
$100,000,000 Series 2005-1 5.01% Rental Car Asset Backed Notes, Class A-3
$1,150,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4
$125,000,000 Series 2005-1 5.08% Rental Car Asset Backed Notes, Class A-5
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-1
Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-2
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-3
Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-4
Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-5
Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-6

Three-Year Notes, Four-Year Notes and Five-Year Notes
Insurer of Class A Notes:  MBIA Insurance Corporation

TABLE OF CONTENTS

		Page
ARTICLE I            DEFINITIONS		2
ARTICLE II           SERIES 2005-1 ALLOCATIONS		73
Section 2.1.	Series 2005-1 Series Accounts	73
Section 2.2.	Allocations with Respect to the Series 2005-1 Notes	74
Section 2.3.	Application of Interest Collections	81
Section 2.4.	Payment of Note Interest	92
Section 2.5.	Payment of Note Principal	92
Section 2.6.	The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	110
Section 2.7.	Class A Reserve Account	110
Section 2.8.	Class A Letters of Credit and Class A Cash Collateral Accounts	112
Section 2.9.	Series 2005-1 Distribution Account	120
Section 2.10.	Trustee as Securities Intermediary	121
Section 2.11.	Series 2005-1 Interest Rate Hedges	123
Section 2.12.	Series 2005-1 Demand Note Constitutes Additional Collateral for Series 2005-1 Notes	126
Section 2.13.	Class B Reserve Account	133
Section 2.14.	Class B Letters of Credit and Class B Cash Collateral Account	135
Section 2.15.	Subordination of Class B Notes	142
Section 2.16.	Reimbursement Obligation	143
Section 2.17.	Series 2005-1 Closing Account	144
ARTICLE III          AMORTIZATION EVENTS		145
ARTICLE IV          RESERVED		147
ARTICLE V           FORM OF SERIES 2005-1 NOTES		147
Section 5.1.	Initial Issuance of Series 2005-1 Notes	147
Section 5.2.	Restricted Notes	148
Section 5.3.	Regulation S Notes	149
Section 5.4.	Transfer Restrictions	150

		Page
ARTICLE VI          GENERAL		155
Section 6.1.	Optional Redemption of Series 2005-1 Notes	155
Section 6.2.	Information	156
Section 6.3.	Exhibits	158
Section 6.4.	Ratification of Base Indenture	160
Section 6.5.	Notice to Insurer, Rating Agencies, Interest Rate Hedge Provider and Ford	160
Section 6.6.	Insurer Deemed Class A Noteholder and Secured Party	161
Section 6.7.	Third Party Beneficiary	161
Section 6.8.	Prior Notice by Trustee to Insurer	161
Section 6.9.	Subrogation	162
Section 6.10.	Counterparts	162
Section 6.11.	Governing Law	162
Section 6.12.	Amendments	162
Section 6.13.	Termination of Series Supplement	163
Section 6.14.	Discharge of Indenture	163
Section 6.15.	Effect of Payment by Insurer	163
Section 6.16.	Interest Rate Hedge Provider Deemed Secured Party	164
Section 6.17.	Ford Covenants	164
Section 6.18.	Issuances of Class B Notes	165

EXHIBITS

Exhibit A-1-1: Form of Restricted Global Class A-1 Note
Exhibit A-1-1-C: Form of Restricted Certificated Class A-1 Note
Exhibit A-1-2: Form of Regulation S Global Class A-1 Note
Exhibit A-1-2-C: Form of Regulation S Certificated Class A-1 Note
Exhibit A-1-3: Form of Unrestricted Global Class A-1 Note
Exhibit A-1-3-C: Form of Unrestricted Certificated Class A-1 Note
Exhibit A-2-1: Form of Restricted Global Class A-2 Note
Exhibit A-2-1-C: Form of Restricted Certificated Class A-2 Note
Exhibit A-2-2: Form of Regulation S Global Class A-2 Note
Exhibit A-2-2-C: Form of Regulation S Certificated Class A-2 Note
Exhibit A-2-3: Form of Unrestricted Global Class A-2 Note
Exhibit A-2-3-C: Form of Unrestricted Certificated Class A-2 Note
Exhibit A-3-1: Form of Restricted Global Class A-3 Note
Exhibit A-3-1-C: Form of Restricted Certificated Class A-3 Note
Exhibit A-3-2: Form of Regulation S Global Class A-3 Note
Exhibit A-3-2-C: Form of Regulation S Certificated Class A-3 Note
Exhibit A-3-3: Form of Unrestricted Global Class A-3 Note
Exhibit A-3-3-C: Form of Unrestricted Certificated Class A-3 Note
Exhibit A-4-1: Form of Restricted Global Class A-4 Note
Exhibit A-4-1-C: Form of Restricted Certificated Class A-4 Note
Exhibit A-4-2: Form of Regulation S Global Class A-4 Note
Exhibit A-4-2-C: Form of Regulation S Certificated Class A-4 Note
Exhibit A-4-3: Form of Unrestricted Global Class A-4 Note
Exhibit A-4-3-C: Form of Unrestricted Certificated Class A-4 Note
Exhibit A-5-1: Form of Restricted Global Class A-5 Note
Exhibit A-5-1-C: Form of Restricted Certificated Class A-5 Note
Exhibit A-5-2: Form of Regulation S Global Class A-5 Note
Exhibit A-5-2-C: Form of Regulation S Certificated Class A-5 Note
Exhibit A-5-3: Form of Unrestricted Global Class A-5 Note
Exhibit A-5-3-C: Form of Unrestricted Certificated Class A-5 Note
Exhibit A-6-1: Form of Restricted Global Class B-1 Note
Exhibit A-6-2: Form of Regulation S Global Class B-1 Note
Exhibit A-6-3: Form of Unrestricted Global Class B-1 Note
Exhibit A-7-1: Form of Restricted Global Class B-2 Note
Exhibit A-7-2: Form of Regulation S Global Class B-2 Note
Exhibit A-7-3: Form of Unrestricted Global Class B-2 Note
Exhibit A-8-1: Form of Restricted Global Class B-3 Note
Exhibit A-8-2: Form of Regulation S Global Class B-3 Note
Exhibit A-8-3: Form of Unrestricted Global Class B-3 Note
Exhibit A-9-1: Form of Restricted Global Class B-4 Note

iii

Exhibit A-9-2:	Form of Regulation S Global Class B-4 Note
Exhibit A-9-3:	Form of Unrestricted Global Class B-4 Note
Exhibit A-10-1:	Form of Restricted Global Class B-5 Note
Exhibit A-10-2:	Form of Regulation S Global Class B-5 Note
Exhibit A-10-3:	Form of Unrestricted Global Class B-5 Note
Exhibit A-11-1:	Form of Restricted Global Class B-6 Note
Exhibit A-11-2:	Form of Regulation S Global Class B-6 Note
Exhibit A-11-3:	Form of Unrestricted Global Class B-6 Note
Exhibit B-1-1:	Form of Class A Letter of Credit
Exhibit B-1-2:	Form of Class A Ford Letter of Credit
Exhibit B-2-1:	Form of Class B Letter of Credit
Exhibit B-2-2:	Form of Class B Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Class A Ford Letter of Credit Reduction Notice
Exhibit D-1-2:	Form of Class A Ford Letter of Credit Termination Notice
Exhibit D-2:	Form of Class A Non-Ford Letter of Credit Reduction Notice
Exhibit D-3-1:	Form of Class B Ford Letter of Credit Reduction Notice
Exhibit D-3-2:	Form of Class B Ford Letter of Credit Termination Notice
Exhibit D-4:	Form of Class B Non-Ford Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2005-1 Demand Note
Exhibit I:	Form of Transfer Certificate for Certificated Notes

ANNEXES

Annex A:	Form of Class B Notes Term Sheet
Annex B:	Transfer and Exchange of Certificated Notes

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AMENDED AND RESTATED SERIES 2005-1 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, HVF and the Trustee entered into the Series 2005-1 Supplement dated as of December 21, 2005 (the “Prior Series Supplement”);

WHEREAS, HVF and the Trustee desire to amend and restate the Prior Series Supplement in its entirety as herein set forth; and

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

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Rental Car Asset Backed Notes, Series 2005-1.  On the Series 2005-1 Closing Date, five classes of Series 2005-1 Notes shall be issued:  the first of which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, the second of which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes, the third of which shall be designated as the Series 2005-1 5.01% Rental Car Asset Backed Notes, Class A-3, and referred to herein as the Class A-3 Notes, the fourth of which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4, and referred to herein as the Class A-4 Notes and the last of which shall be designated as the Series 2005-1 5.08% Rental Car Asset Backed Notes, Class A-5, and referred to herein as the Class A-5 Notes.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, and the Class A-5 Notes are referred to herein collectively as the “Class A Notes.”  At any time prior to the Expected Final Payment Date for the Class of Class B Notes being issued, additional Series 2005-1 Notes may be issued in up to six classes: the first of which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-1, and referred to herein as the Class B-1 Notes, the second of which shall be designated as the Series

2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes, the third of which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-3, and referred to herein as the Class B-3 Notes, the fourth of which shall be designated as the Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-4, and referred to herein as the Class B-4 Notes, the fifth of which shall be designated as the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-5, and referred to herein as the Class B-5 Notes, and the last of which shall be designated as the Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-6, and referred to herein as the Class B-6 Notes. The Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes and the Class B-6 Notes are referred to herein collectively as the “Class B Notes.”  The Class A Notes and the Class B Notes are referred to herein collectively as the “Series 2005-1 Notes.”  The Series 2005-1 Notes shall be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Class A Notes shall be deposited in the Series 2005-1 Closing Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles and Manufacturer Receivables from HGI pursuant to the Purchase Agreement and/or from Hertz and/or HFC to the extent permitted by the Related Documents on the Series 2005-1 Closing Date or for other purposes permitted under the Related Documents.  The net proceeds from the sale of the Class B Notes shall be deposited in the Series 2005-1 Excess Collection Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant to the Purchase Agreement on the related Series 2005-1 Class B Notes Closing Date or for other purposes permitted under the Related Documents.

ARTICLE I

DEFINITIONS

(a)All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2005-1 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2005-1 Supplement” shall mean the Base Indenture, as supplemented hereby.

(b)The following words and phrases shall have the following meanings with respect to the Series 2005-1 Notes and the definitions of such terms are

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applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“Adjusted Aggregate Asset Amount” means, as of any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005 1 Collection Account and available for reduction of the Series 2005 1 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2005 1 Excess Collection Account, in each case on such day.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case, as of such date.

“Applicable Procedures” has the meaning specified in Section 5.1(c) of this Series Supplement.

“Audi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Audi as of such date.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer (other than a Top Two Non-Investment Grade Manufacturer) for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to each Bankrupt Manufacturer as of such date.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“BBB-/Baa3 EPM Amount” means, as of any date of determination, the sum for all BBB-/Baa3 Manufacturers of an amount, with respect to each BBB-/Baa3 Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and not turned in to and accepted by such BBB-/Baa3

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Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such each BBB-/Baa3 Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such BBB-/Baa3 Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such BBB-/Baa3 Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such BBB-/Baa3 Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“BBB-/Baa3 EPM Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the BBB-/Baa3 EPM Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

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“BBB-/Baa3 EPM Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the BBB-/Baa3 EPM Vehicle Percentage as of such date over 10%.

“BBB-/Baa3 Manufacturer” means, as of any day, each Manufacturer of a Program Vehicle from an Eligible Program Manufacturer that is rated at least “BBB-” from S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” from Fitch, but which is not rated at least “BBB” from S&P, at least “Baa2” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB” from Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB”, “Baa2” and/or “BBB”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date an which the Trustee or the Insurer notifies the Administrator of such downgrade.

“BMW Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to BMW as of such date.

“BNY MTC” means BNY Midwest Trust Company, an Illinois trust company, and its successors and assigns.

“Calculation Agent” means BNY MTC, in its capacity as calculation agent with respect to the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-4 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate.

“Class” means a class of the Series 2005-1 Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes or the Class B-6 Notes.

“Class A Adjusted Enhancement Amount” means, the Class A Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2005-1 Letter of Credit if at the time of such calculation (A) such Series 2005-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2005-1 Letter of Credit Provider of such Series 2005-1 Letter of Credit, (C) such Series 2005-1 Letter of Credit Provider shall have repudiated such Series 2005-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-1 Letter of Credit Provider of such Series 2005-1 Letter of Credit.

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“Class A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-1 Letter of Credit Provider of such Series 2005-1 Letter of Credit.

“Class A Adjusted Monthly Interest” means, (a) for the initial Payment Date, the sum of (A) the Class A-1 Monthly Interest with respect to the initial Series 2005-1 Interest Period, (B) the Class A-2 Monthly Interest with respect to the initial Series 2005-1 Interest Period, (C) the Class A-3 Monthly Interest with respect to the initial Series 2005-1 Interest Period, (D) the Class A-4 Monthly Interest with respect to the initial Series 2005-1 Interest Period, and (E) the Class A-5 Monthly Interest with respect to the initial Series 2005-1 Interest Period, and (b) for any other Payment Date, the sum of (i) with respect to the Series 2005-1 Interest Period ending on the day preceding such Payment Date, the sum of (A) an amount equal to the product of (1) the Class A-1 Note Rate for such Series 2005-1 Interest Period, (2) the Class A-1 Outstanding Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360, (B) an amount equal to the product of (1) the Class A-2 Note Rate for such Series 2005-1 Interest Period, (2) the Class A-2 Outstanding Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360, (C) an amount equal to the product of (1) one-twelfth of the Class A-3 Note Rate and (2) the Class A-3 Outstanding Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, (D) an amount equal to the product of (1) the Class A-4 Note Rate for such Series 2005-1 Interest Period, (2) the Class A-4 Outstanding Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360, and (E) an amount equal to the product of (1) one-twelfth of the Class A-5 Note Rate and (2) the Class A-5 Outstanding Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, and (ii) an amount equal to the aggregate amount of any unpaid Class A Deficiency Amounts, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts at the applicable Series 2005-1 Note Rate).

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“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 sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Collection Account and available for reduction of the Class A Principal Amount, in each case, as of such date.

“Class A Asset Amount” means, as of any date of determination, the product of (i) the Class A Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

“Class A Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class A Required Asset Amount, determined during the Series 2005-1 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-1 Closing Date, on the Series 2005-1 Closing Date), or, during the Series 2005-1 Controlled Amortization Period and the Series 2005-1 Rapid Amortization Period, as of the end of the Series 2005-1 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-1 Closing Date, as of the Series 2005-1 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

“Class A Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class A Available Ford Cash Collateral Account Amount and (b) the Class A Available Non-Ford Cash Collateral Account Amount.

“Class A Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A Reserve Account.

“Class A Cash Collateral Account” means a Class A Ford Cash Collateral Account and/or a Class A Non-Ford Cash Collateral Account, as the context may require.

“Class A Cash Collateral Account Interest and Earnings” means with respect to a Class A Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class A Cash Collateral Account.

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“Class A Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the Class A Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class A Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date) over the Class A Required Enhancement Amount on such Payment Date, (ii) the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount on such Payment Date, and (iii) the excess, if any, of the Class B Adjusted Enhancement Amount over the Class B Required Enhancement Amount on such Payment Date.

“Class A Certificate of Credit Demand” means a certificate in the form of Annex A to a Class A Letter of Credit.

“Class A Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class A Letter of Credit.

“Class A Certificate of Termination Demand” means a certificate in the form of Annex D to a Class A Letter of Credit.

“Class A Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class A Letter of Credit.

“Class A Controlled Distribution Amount” means a Class A-1 Controlled Distribution Amount, a Class A-2 Controlled Distribution Amount, a Class A-3 Controlled Distribution Amount, a Class A-4 Controlled Distribution Amount, or a Class A-5 Controlled Distribution Amount.

“Class A Deficiency Amount” means a Class A-1 Deficiency Amount, a Class A-2 Deficiency Amount, a Class A-3 Deficiency Amount, a Class A-4 Deficiency Amount, or a Class A-5 Deficiency Amount, as the context may require.

“Class A Disbursement” shall mean any Class A LOC Credit Disbursement, any Class A LOC Preference Payment Disbursement, any Class A LOC Termination Disbursement or any Class A LOC Unpaid Demand Note Disbursement under the Class A Letters of Credit or any combination thereof, as the context may require.

“Class A Downgrade Event” has the meaning specified in Section 2.8(c) of this Series Supplement.

“Class A Eligible Ford Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and, at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard &

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Poor’s and “P-1” from Moody’s; provided that, other than in connection with the initial Series 2005-1 Ford Letter of Credit Provider, for so long as any Class A Notes are Outstanding, each Class A Eligible Ford Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, for so long as any Class A Notes are Outstanding, each Class A Eligible Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Program Vehicle Percentage” means, as of any date of determination, the result of (x) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of (i) the Eligible Program Vehicle Amount as of such date over (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the BBB-/Baa3 EPM Vehicle Percentage Excess.

“Class A Enhancement Amount” means, as of any date of determination, the sum of (i) the greater of (x) the Class A Overcollateralization Amount as of such date and (y)(A) as of any date on which no Aggregate Asset Amount Deficiency exists, the Class B Adjusted Principal Amount plus the Class B Overcollateralization Amount, in each case, as of such date or (B) as of any date on which an Aggregate Asset Amount Deficiency exists, $0, (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iv) the Class B Letter of Credit Amount as of such date and (v) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Enhancement Deficiency” means, on any day, the amount by which the Class A Adjusted Enhancement Amount is less than the Class A Required Enhancement Amount.

“Class A Ford Cash Collateral Account” has the meaning specified in Section 2.8(g) of this Series Supplement.

“Class A Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

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“Class A Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Ford Letter of Credit Liquidity Amount as of such date.

“Class A Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-1-2 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued for the account of Ford or an affiliate thereof by a Class A Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-1 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-1 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Ford Letter of Credit, as specified therein, and (b) if a Class A Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Ford Cash Collateral Account Amount on such date.

“Class A Ford Letter of Credit Provider” means the issuer of a Class A Ford Letter of Credit.

“Class A Letter of Credit” means (i) a Class A Ford Letter of Credit or (ii) an irrevocable letter of credit, substantially in the form of Exhibit B-1-1 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued by a Class A Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-1 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-1 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Letter of Credit Agreement” means the Class A Letter of Credit Reimbursement Agreement and any other agreement pursuant to which a Class A Letter of Credit is issued in favor of the Trustee for the benefit of the Series 2005-1 Noteholders.

“Class A Letter of Credit Amount” means, as of any date of determination, the sum of the Class A Ford Letter of Credit Liquidity Amount on such date and the Class A Non-Ford Letter of Credit Amount on such date.

“Class A Letter of Credit Expiration Date” means, with respect to any Class A Letter of Credit, the expiration date set forth in such Class A Letter of Credit, as such date may be extended in accordance with the terms of such Class A Letter of Credit.

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“Class A Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Letter of Credit, as specified therein, and (b) if a Class A Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Cash Collateral Account Amount on such date.

“Class A Letter of Credit Provider” means the issuer of a Class A Letter of Credit.

“Class A Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class A Letter of Credit Provider for draws under its Class A Letter of Credit, other than any such reimbursement agreement between Ford and a Class A Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class A Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Letter of Credit Liquidity Amount and (b) the Class A Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class A Liquidity Deficiency” means, as of any date of determination, the amount by which the Class A Adjusted Liquidity Amount is less than the Class A Required Liquidity Amount as of such date.

“Class A Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount, in each case, as of such date.

“Class A LOC Credit Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Credit Demand.

“Class A LOC Preference Payment Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Preference Payment Demand.

“Class A LOC Termination Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Termination Demand.

“Class A LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Unpaid Demand Note Demand.

“Class A Mazda Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Mazda Amount and the denominator of which is the excess of

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(A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) 10.00%; provided that on any date of determination on which Mazda is a Bankrupt Manufacturer or a Top Two Non-Investment Grade Manufacturer, the “Class A Mazda Vehicle Percentage Excess” shall be zero.

“Class A Monthly Interest” means, with respect to any Series 2005-1 Interest Period, the sum of Class A-1 Monthly Interest, Class A-2 Monthly Interest, Class A-3 Monthly Interest, Class A-4 Monthly Interest, Class A-5 Monthly Interest and Class A-6 Monthly Interest for such Series 2005-1 Interest Period.

“Class A Non-Eligible Vehicle Percentage” means, as of any date of determination, the result of (x) the percentage equivalent of a fraction, the numerator of which is the result of (i) the Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Eligible Vehicle Amount), in each case as of such date plus (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount), in each case as of such date minus (iii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount), in each case as of such date minus (iv) the Top Two Non-Investment Grade EPM Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade EPM Amount), in each case as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess minus (z) the Class A Mazda Vehicle Percentage Excess.

“Class A Non-Ford Cash Collateral Account” has the meaning specified in Section 2.8(g) of this Series Supplement.

“Class A Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

“Class A Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class A Non-Ford Letter of Credit” means each Class A Letter of Credit other than a Class A Ford Letter of Credit.

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“Class A Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class A Non-Ford Letters of Credit, as specified therein, and (ii) if the Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date and (b) the outstanding principal amount of the Series 2005-1 Demand Note on such date.

“Class A Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Non-Ford Letter of Credit, as specified therein, and (b) if a Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date.

“Class A Non-Ford Letter of Credit Provider” means the issuer of a Class A Non-Ford Letter of Credit.

“Class A Non-Investment Grade Manufacturer Vehicle Amount Excess” means, as of any date of determination, the result of (i) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date plus (ii) the Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date minus (iii) the Top Two Non-Investment Grade EPM Amount as of such date minus (iv) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date.

“Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Class A Non-Investment Grade Manufacturer Vehicle Amount Excess and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) the sum of (i) 30.00%, (ii) the Class A Mazda Vehicle Percentage Excess and (iii) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Noteholders” means, collectively, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders and the Class A-5 Noteholders.

“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes.

“Class A Notice of Reduction” means a notice in the form of Annex E to a Class A Letter of Credit.

“Class A Other Non-Investment Grade Manufacturer Vehicle Percentage” means, as of any date of determination, the sum of (w) the percentage equivalent of a

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fraction, the numerator of which is the sum of (i) the Top Two Non-Investment Grade EPM Amount as of such date and (ii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date plus (x) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess plus (y) the Class A Mazda Vehicle Percentage Excess plus (z) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Outstanding Principal Amount” means, as of any date of determination, the sum of the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, and the Class A-5 Outstanding Principal Amount, in each case, as of such date.

“Class A Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class A Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Class A Asset Amount over the Class A Adjusted Principal Amount as of such date.

“Class A Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class A Principal Amount and the denominator of which is the Series 2005-1 Principal Amount.

“Class A Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-1 Demand Note and distributed to the Class A Noteholders in respect of amounts owing under the Class A Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class A Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class A-4 Principal Amount, and the Class A-5 Principal Amount, in each case, as of such date.

“Class A Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Class A Asset Amount on such date; provided, however, the Class A Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of

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(x) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Class A Asset Amount on such date and (2) the lesser of (a) the Series 2005-1 Liquidity Amount on such date and (b) the Series 2005-1 Required Liquidity Amount on such date.

“Class A Purchase Agreement” means that certain purchase agreement, dated December 15, 2005, among HVF, CCMG Acquisition Corporation and Lehman Brothers Inc., as an initial purchaser, Deutsche Bank Securities Inc., as an initial purchaser, Merrill Lynch Pierce, Fenner & Smith Incorporated, as an initial purchaser, Goldman, Sachs & Co., as an initial purchaser, J.P. Morgan Securities Inc., as an initial purchaser, BNP Paribas, as an initial purchaser, Greenwich Capital Markets, Inc., as an initial purchaser and Calyon Securities (USA) Inc., as an initial purchaser.

“Class A Required Asset Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class A Required Overcollateralization Amount, in each case, as of such date.

“Class A Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Class A Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class A Required Enhancement Percentage as of such date and the Class A Adjusted Principal Amount as of such date and (ii) the Class A Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-1 Limited Liquidation Event of Default, the Class A Required Enhancement Amount shall equal the lesser of (x) the Class A Adjusted Principal Amount as of such date and (y) the sum of (1) the product of the Class A Required Enhancement Percentage as of such date of determination and the Class A Adjusted Principal Amount as of the date of the occurrence of such Series 2005-1 Limited Liquidation Event of Default and (2) the Class A Required Enhancement Incremental Amount as of such date of determination.

“Class A Required Enhancement Incremental Amount” means

(i)as of the Series 2005-1 Closing Date, $0; and

(ii)as of any date thereafter, the product of (A) the Class A Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date

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of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-1 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-1 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-1 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-1 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-1 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-1 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-1 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-1 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-1 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-1 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-1 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-1 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-1 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-1 Maximum Mercedes Amount as of such immediately preceding Business Day, (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day and (17) the excess, if any of the HVF Service Vehicle Amount over the Series 2005-1 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

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“Class A Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class A Required Program Vehicle Enhancement Percentage as of such date times (B) the Class A Eligible Program Vehicle Percentage as of such date, (ii) the product of (A) the Class A Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the greater of (a) the product of (A) 26.5% (or such lower percentage as may be agreed to by the Issuer and the Rating Agencies subject to the Series 2005-1 Rating Agency Condition) and (B) the sum of (I) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date and (b) the sum of (I) the product of (A) the Class A Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the product of (A) the Class A Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage as of such date times (B) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date.

“Class A Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class A Required Liquidity Percentage as of such date times (ii) the Class A Adjusted Principal Amount as of such date.

“Class A Required Liquidity Percentage” means, as of any date of determination, 3.75%.

“Class A Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) 20.00% (or such lower percentage as may be agreed to by the Issuer and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition) and (ii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-1 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-1 Closing Date).

“Class A Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) 29.75% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition) and (ii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-1 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-1 Closing Date).

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“Class A Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class A Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (iv) the Class B Letter of Credit Amount as of such date.

“Class A Required Program Vehicle Enhancement Percentage” means 15.00% (or such lower percentage as may be agreed to by the Issuer and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition).

“Class A Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greatest of (a) the excess, if any, of the Class A Required Liquidity Amount over the Class A Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-1 Letter of Credit Provider of such Class A Letter of Credit, (b) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount (excluding therefrom the Class A Available Reserve Account Amount), in each case, as of such date and (c) the excess, if any, of the Class B Required Enhancement Amount over the Class B Enhancement Amount, in each case, as of such date.

“Class A Reserve Account” has the meaning specified in Section 2.7(a) of this Series Supplement.

“Class A Reserve Account Collateral” has the meaning specified in Section 2.7(d) of this Series Supplement.

“Class A Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class A Required Reserve Account Amount, in each case, as of such date.

“Class A-1 Carryover Controlled Amortization Amount” means, with respect to the Class A-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-1

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Controlled Distribution Amount was less than the Class A-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-1 Carryover Controlled Amortization Amount shall be zero.

“Class A-1 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Three-Year Notes Controlled Amortization Period, $83,333,333.33 and (ii) for the last Related Month during the Three-Year Notes Controlled Amortization Period, $83,333,333.35.

“Class A-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-1 Controlled Amortization Amount for such Related Month and any Class A-1 Carryover Controlled Amortization Amount for such Related Month.

“Class A-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $500,000,000.

“Class A-1 Monthly Interest” means, with respect to any Series 2005-1 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate for such Series 2005-1 Interest Period, (ii) the Class A-1 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-1 Interest Period, the Class A-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360.

“Class A-1 Note Rate” means, (i) with respect to the initial Series 2005-1 Interest Period, 4.52% per annum and (ii) with respect to each Series 2005-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2005-1 Interest Period plus 0.14% per annum.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Notes” means any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2 or Exhibit A-1-3.  Definitive Class A-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus

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(b) the amount of principal payments made to Class A-1 Noteholders on or prior to such date.

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to the Class A-1 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-1 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-1 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-1 Noteholders or the Insurer for any reason.

“Class A-2 Carryover Controlled Amortization Amount” means, with respect to the Class A-2 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-2 Controlled Distribution Amount was less than the Class A-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class A-2 Carryover Controlled Amortization Amount shall be zero.

“Class A-2 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Four-Year Notes Controlled Amortization Period, $45,833,333.33 and (ii) for the last Related Month during the Four-Year Notes Controlled Amortization Period, $45,833,333.35.

“Class A-2 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-2 Controlled Amortization Amount for such Related Month and any Class A-2 Carryover Controlled Amortization Amount for such Related Month.

“Class A-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $275,000,000.

“Class A-2 Monthly Interest” means, with respect to any Series 2005-1 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate for such Series 2005-1 Interest Period, (ii) the Class A-2 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-1 Interest Period, the Class A-2 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360.

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“Class A-2 Note Rate” means, (i) with respect to the initial Series 2005-1 Interest Period, 4.58% per annum and (ii) with respect to each Series 2005-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2005-1 Interest Period plus 0.20% per annum.

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.

“Class A-2 Notes” means any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3.  Definitive Class A-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the amount of principal payments made to Class A-2 Noteholders on or prior to such date.

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to the Class A-2 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-2 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-2 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-2 Noteholders or the Insurer for any reason.

“Class A-3 Carryover Controlled Amortization Amount” means, with respect to the Class A-3 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-3 Controlled Distribution Amount was less than the Class A-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class A-3 Carryover Controlled Amortization Amount shall be zero.

“Class A-3 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Four-Year Notes Controlled Amortization Period, $16,666,666.66 and (ii) for the last Related Month during the Four-Year Notes Controlled Amortization Period, $16,666,666.70.

“Class A-3 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-3 Controlled Amortization Amount for such Related Month and any Class A-3 Carryover Controlled Amortization Amount for such Related Month.

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“Class A-3 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-3 Initial Principal Amount” means the aggregate initial principal amount of the Class A-3 Notes, which is $100,000,000.

“Class A-3 Monthly Interest” means, (a) with respect to the initial Series 2005-1 Interest Period, an amount equal to the product of (i) the Class A-3 Note Rate, (ii) the Class A-3 Initial Principal Amount and (iii) 34/360 and (b) with respect to any other Series 2005-1 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-3 Note Rate and (ii) the Class A-3 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-3 Note Rate” means 5.01% per annum.

“Class A-3 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

“Class A-3 Notes” means any one of the Series 2005-1 5.01% Rental Car Asset Backed Notes, Class A-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3.  Definitive Class A-3 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-3 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-3 Initial Principal Amount minus (b) the amount of principal payments made to Class A-3 Noteholders on or prior to such date.

“Class A-3 Principal Amount” means when used with respect to any date, an amount equal to the Class A-3 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-3 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-3 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-3 Noteholders or the Insurer for any reason.

“Class A-4 Carryover Controlled Amortization Amount” means, with respect to the Class A-4 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-4 Controlled Distribution Amount was less than the Class A-4 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class A-4 Carryover Controlled Amortization Amount shall be zero.

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“Class A-4 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $191,666,666.66 and (ii) for the last Related Month during the Five-Year Notes Controlled Amortization Period, $191,666,666.70.

“Class A-4 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-4 Controlled Amortization Amount for such Related Month and any Class A-4 Carryover Controlled Amortization Amount for such Related Month.

“Class A-4 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-4 Initial Principal Amount” means the aggregate initial principal amount of the Class A-4 Notes, which is $1,150,000,000.

“Class A-4 Monthly Interest” means, with respect to any Series 2005-1 Interest Period, an amount equal to the product of (i) the Class A-4 Note Rate for such Series 2005-1 Interest Period, (ii) the Class A-4 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-1 Interest Period, the Class A-4 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360.

“Class A-4 Note Rate” means, (i) with respect to the initial Series 2005-1 Interest Period, 4.63% per annum and (ii) with respect to each Series 2005-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2005-1 Interest Period plus 0.25% per annum.

“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

“Class A-4 Notes” means any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2 or Exhibit A-4-3.  Definitive Class A-4 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-4 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-4 Initial Principal Amount minus (b) the amount of principal payments made to Class A-4 Noteholders on or prior to such date.

“Class A-4 Principal Amount” means when used with respect to any date, an amount equal to the Class A-4 Outstanding Principal Amount as of such date plus the

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sum of (a) the amount of any principal payments made to Class A-4 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-4 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-4 Noteholders or the Insurer for any reason.

“Class A-5 Carryover Controlled Amortization Amount” means, with respect to the Class A-5 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-5 Controlled Distribution Amount was less than the Class A-5 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class A-5 Carryover Controlled Amortization Amount shall be zero.

“Class A-5 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $20,833,333.33 and (ii) for the last Related Month during the Five-Year Notes Controlled Amortization Period, $20,833,333.35.

“Class A-5 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-5 Controlled Amortization Amount for such Related Month and any Class A-5 Carryover Controlled Amortization Amount for such Related Month.

“Class A-5 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-5 Initial Principal Amount” means the aggregate initial principal amount of the Class A-5 Notes, which is $125,000,000.

“Class A-5 Monthly Interest” means, (a) with respect to the initial Series 2005-1 Interest Period, an amount equal to the product of (i) the Class A-5 Note Rate, (ii) the Class A-5 Initial Principal Amount and (iii) 34/360 and (b) with respect to any other Series 2005-1 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-5 Note Rate and (ii) the Class A-5 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-5 Note Rate” means 5.08% per annum.

“Class A-5 Noteholder” means the Person in whose name a Class A-5 Note is registered in the Note Register.

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“Class A-5 Notes” means any one of the Series 2005-1 5.08% Rental Car Asset Backed Notes, Class A-5, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-5-1, Exhibit A-5-2 or Exhibit A-5-3.  Definitive Class A-5 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-5 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-5 Initial Principal Amount minus (b) the amount of principal payments made to Class A-5 Noteholders on or prior to such date.

“Class A-5 Principal Amount” means when used with respect to any date, an amount equal to the Class A-5 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-5 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-5 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-5 Noteholders or the Insurer for any reason.

“Class B Adjusted Enhancement Amount” means, the Class B Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Liquidity Amount” means, the Class B Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the excess, if any, of (I) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Collection Account and available for reduction of the Series 2005-1 Principal Amount, in each case, as of such date over (II) the Class A Principal Amount as of such date.

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“Class B Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class B Available Ford Cash Collateral Account Amount and (b) the Class B Available Non-Ford Cash Collateral Account Amount.

“Class B Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class B Reserve Account.

“Class B Cash Collateral Account” means a Class B Ford Cash Collateral Account and/or a Class B Non-Ford Cash Collateral Account, as the context may require.

“Class B Cash Collateral Account Interest and Earnings” means with respect to a Class B Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class B Cash Collateral Account.

“Class B Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the Class B Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class B Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account and the Class B Reserve Account and any drawings under the Class A Letters of Credit (or any withdrawals from a Class A Cash Collateral Account, if any) and under the Class B Letters of Credit, in each case, on such Payment Date) over the Class B Required Enhancement Amount on such Payment Date and (ii) the excess, if any, of the Class B Adjusted Liquidity Amount (after giving effect to any withdrawal from the Class B Reserve Account on such Payment Date) over the Class B Required Liquidity Amount on such Payment Date.

“Class B Certificate of Credit Demand” means a certificate in the form of Annex A to a Class B Letter of Credit.

“Class B Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class B Letter of Credit.

“Class B Certificate of Termination Demand” means a certificate in the form of Annex D to a Class B Letter of Credit.

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“Class B Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class B Letter of Credit.

“Class B Deficiency Amount” means a Class B-1 Deficiency Amount, a Class B-2 Deficiency Amount, a Class B-3 Deficiency Amount, a Class B-4 Deficiency Amount, a Class B-5 Deficiency Amount or a Class B-6 Deficiency Amount.

“Class B Disbursement” shall mean any Class B LOC Credit Disbursement, any Class B LOC Preference Payment Disbursement, any Class B LOC Termination Disbursement or any Class B LOC Unpaid Demand Note Disbursement under the Class B Letters of Credit or any combination thereof, as the context may require.

“Class B Downgrade Event” has the meaning specified in Section 2.14(c) of this Series Supplement.

“Class B Eligible Ford Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Ford Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s , as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Eligible Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Enhancement Amount” means, as of any date of determination, the sum of (i) the Class B Overcollateralization Amount as of such date, (ii) the Class B Letter of Credit Amount as of such date, (iii) the Class A Letter of Credit Amount as of such date, (iv) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) and (v) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Enhancement Deficiency” means, on any day, the amount by which the Class B Adjusted Enhancement Amount is less than the Class B Required Enhancement Amount.

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“Class B Ford Cash Collateral Account” has the meaning specified in Section 2.14(g) of this Series Supplement.

“Class B Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.14(a) of this Series Supplement.

“Class B Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Ford Letter of Credit Liquidity Amount as of such date.

“Class B Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-2 to this Series Supplement, issued for the account of Ford or an affiliate thereof by a Class B Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-1 Noteholders.

“Class B Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Ford Letter of Credit, as specified therein, and (b) if a Class B Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class B Available Ford Cash Collateral Account Amount on such date.

“Class B Ford Letter of Credit Provider” means the issuer of a Class B Ford Letter of Credit.

“Class B Letter of Credit” means (i) a Class B Ford Letter of Credit or (ii) a Class B Non-Ford Letter of Credit.

“Class B Letter of Credit Amount” means, as of any date of determination, the sum of the Class B Ford Letter of Credit Liquidity Amount on such date and the Class B Non-Ford Letter of Credit Amount on such date.

“Class B Letter of Credit Expiration Date” means, with respect to any Class B Letter of Credit, the expiration date set forth in such Class B Letter of Credit, as such date may be extended in accordance with the terms of such Class B Letter of Credit.

“Class B Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Letter of Credit, as specified therein, and (b) if a Class B Cash Collateral Account has been established and funded pursuant to Section 2.14 of this Series Supplement, the Class B Available Cash Collateral Account Amount on such date.

“Class B Letter of Credit Provider” means the issuer of a Class B Letter of Credit.

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“Class B Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class B Letter of Credit Provider for draws under its Class B Letter of Credit, other than any such reimbursement agreement between Ford and a Class B Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class B Liquidity Amount” means, as of any date of determination, the sum of (a) the Class B Letter of Credit Liquidity Amount and (b) the Class B Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class B Liquidity Deficiency” means, as of any date of determination, the amount by which the Class B Adjusted Liquidity Amount is less than the Class B Required Liquidity Amount as of such date.

“Class B Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Adjusted Liquidity Amount over the Class B Required Liquidity Amount, in each case, as of such date.

“Class B LOC Credit Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Credit Demand.

“Class B LOC Preference Payment Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Preference Payment Demand.

“Class B LOC Termination Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Termination Demand.

“Class B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Unpaid Demand Note Demand.

“Class B Monthly Interest” means, with respect to any Series 2005-1 Interest Period, the sum of Class B-1 Monthly Interest, Class B-2 Monthly Interest, Class B-3 Monthly Interest, Class B-4 Monthly Interest, Class B-5 Monthly Interest and Class B-6 Monthly Interest for such Series 2005-1 Interest Period.

“Class B Non-Ford Cash Collateral Account” has the meaning specified in Section 2.14(g) of this Series Supplement.

“Class B Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.14(a) of this Series Supplement.

“Class B Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the

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Class B Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class B Non-Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-1 to this Series Supplement, issued by a Class B Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-1 Noteholders, other than a Class B Ford Letter of Credit.

“Class B Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class B Non-Ford Letters of Credit, as specified therein, and (ii) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.14 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date and (b) the result of (x) the outstanding principal amount of the Series 2005-1 Demand Note on such date minus (y) the Class A Non-Ford Letter of Credit Amount.

“Class B Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Non-Ford Letter of Credit, as specified therein, and (b) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date.

“Class B Non-Ford Letter of Credit Provider” means the issuer of a Class B Non-Ford Letter of Credit.

“Class B Noteholders” means, collectively, the Class B-1 Noteholders, the Class B-2 Noteholders, the Class B-3 Noteholders, the Class B-4 Noteholders, the Class B-5 Noteholders and the Class B-6 Noteholders.

“Class B Notes” means, collectively, the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes and the Class B-6 Notes.

“Class B Notes Term Sheet” means with respect to each issuance of Class B Notes, the supplemental term sheet substantially in the form of Annex A to this Series Supplement setting forth the terms with respect to the Class B Notes being issued.

“Class B Notice of Reduction” means a notice in the form of Annex E to a Class B Letter of Credit.

“Class B Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class B Required Overcollateralization Amount as of such date or (ii) on which an Aggregate

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Asset Amount Deficiency exists, the excess, if any, of the Series 2005-1 Asset Amount over the Series 2005-1 Adjusted Principal Amount, in each case as of such date.

“Class B Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class B Principal Amount and the denominator of which is the Series 2005-1 Principal Amount.

“Class B Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-1 Demand Note and distributed to the Class B Noteholders in respect of amounts owing under the Class B Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3 Principal Amount, the Class B-4 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount as of such date.

“Class B Purchase Agreement” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Class B Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class B Required Enhancement Percentage as of such date and the Series 2005-1 Adjusted Principal Amount as of such date and (ii) the Class B Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-1 Limited Liquidation Event of Default, the Class B Required Enhancement Amount shall equal the lesser of (x) the Series 2005-1 Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class B Required Enhancement Percentage as of such date of determination and the Series 2005-1 Adjusted Principal Amount as of the date of the occurrence of such Series 2005-1 Limited Liquidation Event of Default and (2) the Class B Required Enhancement Incremental Amount as of such date of determination.

“Class B Required Enhancement Incremental Amount” means

(i)as of the Series 2005-1 Closing Date, $0; and

(ii)as of any date thereafter, the product of (A) the Series 2005-1 Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the

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occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-1 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-1 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-1 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-1 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-1 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-1 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-1 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-1 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-1 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-1 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-1 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-1 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-1 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-1 Maximum Mercedes Amount as of such immediately preceding Business Day and (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-1 Maximum Manufacturer Non-Eligible

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Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class B Required Enhancement Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class B Required Liquidity Percentage as of such date times (ii) the Class B Adjusted Principal Amount on such date.

“Class B Required Liquidity Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class B Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iii) the Class A Letter of Credit Amount as of such date and (iv) the Class B Letter of Credit Amount as of such date.

“Class B 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 the Class B Required Liquidity Amount over the Class B Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-1 Letter of Credit Provider of such Class B Letter of Credit, and (b) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve Account Amount), in each case, as of such date.

“Class B Reserve Account” has the meaning specified in Section 2.13(a) of this Series Supplement.

“Class B Reserve Account Collateral” has the meaning specified in Section 2.13(d) of this Series Supplement.

“Class B Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on

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such date) over the Class B Required Reserve Account Amount, in each case, as of such date.

“Class B-1 Carryover Controlled Amortization Amount” means, with respect to the Class B-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-1 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-1 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class B-1 Carryover Controlled Amortization Amount shall be zero.

“Class B-1 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-1 Notes.

“Class B-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-1 Controlled Amortization Amount for such Related Month and any Class B-1 Carryover Controlled Amortization Amount for such Related Month.

“Class B-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-1 Initial Principal Amount” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Monthly Interest” means, with respect to any Series 2005-1 Interest Period, an amount equal to the product of (i) the Class B-1 Note Rate for such Series 2005-1 Interest Period, (ii) the Class B-1 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-1 Interest Period, the Class B-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360.

“Class B-1 Note Rate” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

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“Class B-1 Notes” means any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-6-1, Exhibit A-6-2 or Exhibit A-6-3.  Definitive Class B-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-1 Percentage” means, as of any date of determination, the percentage equivalent of fraction, the numerator of which is the Principal Amount with respect to the Class B-1 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-1 Notes and the Principal Amount with respect to the Class B-2 Notes.

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-1 Notes executed as of such date minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-1 Noteholders that have been rescinded or otherwise returned by the Class B-1 Noteholders for any reason.

“Class B-2 Carryover Controlled Amortization Amount” means, with respect to the Class B-2 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-2 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month was less than the Class A-1 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class B-2 Carryover Controlled Amortization Amount shall be zero.

“Class B-2 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-2 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-2 Controlled Amortization Amount for such Related Month and any Class B-2 Carryover Controlled Amortization Amount for such Related Month.

“Class B-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

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“Class B-2 Initial Principal Amount” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-2 Note Rate” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

“Class B-2 Notes” means any one of the Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-7-1, Exhibit A-7-2 or Exhibit A-7-3.  Definitive Class B-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-2 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-2 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-1 Notes and the Principal Amount with respect to the Class B-2 Notes.

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-2 Noteholders that have been rescinded or otherwise returned by the Class B-2 Noteholders for any reason.

“Class B-3 Carryover Controlled Amortization Amount” means, with respect to the Class B-3 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-3 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-2 Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-2 Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class B-3 Carryover Controlled Amortization Amount shall be zero.

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“Class B-3 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-3 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-3 Controlled Amortization Amount for such Related Month and any Class B-3 Carryover Controlled Amortization Amount for such Related Month.

“Class B-3 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-3 Initial Principal Amount” shall have the meaning with respect to the Class B-3 Notes specified in the related Class B Notes Term Sheet.

“Class B-3 Monthly Interest” means, with respect to any Series 2005-1 Interest Period, an amount equal to the product of (i) the Class B-3 Note Rate for such Series 2005-1 Interest Period, (ii) the Class B-3 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-1 Interest Period, the Class B-3 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360.

“Class B-3 Note Rate” shall have the meaning with respect to the Class B-3 Notes specified in the related Class B Notes Term Sheet.

“Class B-3 Noteholder” means the Person in whose name a Class B-3 Note is registered in the Note Register.

“Class B-3 Notes” means any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-8-1, Exhibit A-8-2 or Exhibit A-8-3.  Definitive Class B-3 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-3 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-3 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-3 Notes and the Principal Amount with respect to the Class B-4 Notes.

“Class B-3 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-3 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-3 Notes minus (b) the amount of principal payments made to Class B-3 Noteholders on or prior to such date plus (c) the

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amount of any principal payments made to Class B-3 Noteholders that have been rescinded or otherwise returned by the Class B-3 Noteholders for any reason.

“Class B-4 Carryover Controlled Amortization Amount” means, with respect to the Class B-4 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-4 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-2 Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-2 Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-4 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class B-4 Carryover Controlled Amortization Amount shall be zero.

“Class B-4 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes.

“Class B-4 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-4 Controlled Amortization Amount for such Related Month and any Class B-4 Carryover Controlled Amortization Amount for such Related Month.

“Class B-4 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-4 Initial Principal Amount” shall have the meaning with respect to the Class B-4 Notes specified in the related Class B Notes Term Sheet.

“Class B-4 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes.

“Class B-4 Note Rate” shall have the meaning with respect to the Class B-4 Notes specified in the related Class B Notes Term Sheet.

“Class B-4 Noteholder” means the Person in whose name a Class B-4 Note is registered in the Note Register.

“Class B-4 Notes” means any one of the Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-4, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-9-1, Exhibit A-9-2 or Exhibit A-9-3.  Definitive Class B-4 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

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“Class B-4 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-4 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-3 Notes and the Principal Amount with respect to the Class B-4 Notes.

“Class B-4 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-4 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes minus (b) the amount of principal payments made to Class B-4 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-4 Noteholders that have been rescinded or otherwise returned by the Class B-4 Noteholders for any reason.

“Class B-5 Carryover Controlled Amortization Amount” means, with respect to the Class B-5 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-5 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-4 Controlled Distribution Amount, the Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-4 Controlled Distribution Amount, the Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-5 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class B-5 Carryover Controlled Amortization Amount shall be zero.

“Class B-5 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-5 Notes.

“Class B-5 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-5 Controlled Amortization Amount for such Related Month and any Class B-5 Carryover Controlled Amortization Amount for such Related Month.

“Class B-5 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-5 Initial Principal Amount” shall have the meaning with respect to the Class B-5 Notes specified in the related Class B Notes Term Sheet.

“Class B-5 Monthly Interest” means, with respect to any Series 2005-1 Interest Period, an amount equal to the product of (i) the Class B-5 Note Rate for such Series 2005-1 Interest Period, (ii) the Class B-5 Principal Amount on the first day of such Series 2005-1 Interest Period, after giving effect to any principal payments made on such

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date, or, in the case of the initial Series 2005-1 Interest Period, the Class B-5 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-1 Interest Period and the denominator of which is 360.

“Class B-5 Note Rate” shall have the meaning with respect to the Class B-5 Notes specified in the related Class B Notes Term Sheet.

“Class B-5 Noteholder” means the Person in whose name a Class B-5 Note is registered in the Note Register.

“Class B-5 Notes” means any one of the Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class B-5, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-10-1, Exhibit A-10-2 or Exhibit A-10-3.  Definitive Class B-5 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-5 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-5 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-5 Notes and the Principal Amount with respect to the Class B-6 Notes.

“Class B-5 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-5 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-5 Notes minus (b) the amount of principal payments made to Class B-5 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-5 Noteholders that have been rescinded or otherwise returned by the Class B-5 Noteholders for any reason.

“Class B-6 Carryover Controlled Amortization Amount” means, with respect to the Class B-6 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-6 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-4 Controlled Distribution Amount, the Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-4 Controlled Distribution Amount, the Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-6 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class B-6 Carryover Controlled Amortization Amount shall be zero.

“Class B-6 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-6 Notes.

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“Class B-6 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-6 Controlled Amortization Amount for such Related Month and any Class B-6 Carryover Controlled Amortization Amount for such Related Month.

“Class B-6 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-6 Initial Principal Amount” shall have the meaning with respect to the Class B-6 Notes specified in the related Class B Notes Term Sheet.

“Class B-6 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-6 Notes.

“Class B-6 Note Rate” shall have the meaning with respect to the Class B-6 Notes specified in the related Class B Notes Term Sheet.

“Class B-6 Noteholder” means the Person in whose name a Class B-6 Note is registered in the Note Register.

“Class B-6 Notes” means any one of the Series 2005-1 Fixed Rate Rental Car Asset Backed Notes, Class B-6, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-11-1, Exhibit A-11-2 or Exhibit A-11-3.  Definitive Class B-6 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-6 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-6 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-5 Notes and the Principal Amount with respect to the Class B-6 Notes.

“Class B-6 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-6 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-6 Notes minus (b) the amount of principal payments made to Class B-6 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-6 Noteholders that have been rescinded or otherwise returned by the Class B-6 Noteholders for any reason.

“Class Enhancement Amount” means the Class A Adjusted Enhancement Amount and/or the Class B Adjusted Enhancement Amount, as the context may require.

“Class Enhancement Deficiency” means a Class A Enhancement Deficiency and/or a Class B Enhancement Deficiency, as the context may require.

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“Class Liquidity Amount” means the Class A Adjusted Liquidity Amount and/or the Class B Adjusted Liquidity Amount, as the context may require.

“Class Liquidity Deficiency” means a Class A Liquidity Deficiency and/or a Class B Liquidity Deficiency, as the context may require.

“Confirmation Condition” with respect to any Bankrupt Manufacturer means a condition that is satisfied when the bankruptcy court having jurisdiction over the Bankrupt Manufacturer issues an order that remains in effect approving: (i) the assumption of the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by the Bankrupt Manufacturer or the trustee in bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and, at the time of the assumption, all amounts due from the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured or (ii) the execution, delivery and performance by the Bankrupt Manufacturer of a new post-petition Eligible Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date the Bankrupt Manufacturer suffered an event of bankruptcy and, at the time of the execution and delivery of the new post-petition Eligible Manufacturer program, all amounts due and payable by the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured.

“Controlling Class” means the Class A Notes as long as any Class A Notes are Outstanding, and upon payment in full of the Class A Notes, the Class B Notes (in each case excluding any Series 2005-1 Notes held by HVF or any Affiliate of HVF).

“Deficiency Amount” means the Class A Deficiency Amount and/or the Class B Deficiency Amount, as the context may require.

“Demand Notice” has the meaning specified in Section 2.12(d) of this Series Supplement.

“Disbursement” means, each Class A Disbursement and/or Class B Disbursement, as the context may require.

“DTC Closing” shall occur when the Class A Notes that are Series 2005-1 Global Notes are cleared through DTC on the Series 2005-1 Closing Date.

“DTC Closing Availability” shall occur on the date that the Class A Notes are available to be cleared through DTC.

“Eligible Interest Rate Hedge Provider” means a counterparty to a Series 2005-1 Interest Rate Hedge who is a bank or other financial institution, that (A) has, or has all of its obligations under its Series 2005-1 Interest Rate Hedge guaranteed by a

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person that has, a short-term senior and unsecured debt rating of at least “A-1” from Standard & Poor’s and a long-term senior unsecured debt rating of at least “A+” from Standard & Poor’s, (B) has, or has all of its obligations under its Series 2005-1 Interest Rate Hedge guaranteed by a person that has, a short-term senior unsecured debt rating of “P-1” from Moody’s and a long-term senior unsecured debt rating of at least “A1” from Moody’s and (C) unless otherwise agreed to by Fitch, has, or has all of its obligations under its Series 2005-1 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “F1” from Fitch and a long-term senior unsecured debt rating of at least “A” from Fitch; provided that, for so long as any Class A Notes are Outstanding, each Eligible Interest Rate Hedge Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program

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Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Eligible Series Enhancement Account” means any Series Account the amount on deposit in which is included in the Enhancement Amount with respect to the related Series of Notes and the Series Supplement with respect to which provides that, if there are any Ford Reimbursement Obligations outstanding, amounts on deposit therein may only be applied to pay principal of, or interest on, the related Series of Notes or to pay such Ford Reimbursement Obligations.

“Excluded Redesignated Vehicle” means each Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such Vehicle.

“Financial Assets” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Five-Year Notes” means, collectively, the Class A-4 Notes, the Class A-5 Notes, the Class B-5 Notes and the Class B-6 Notes.

“Five-Year Notes Controlled Amortization Period” means the period commencing at the close of business on April 30, 2010 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2005-1 Rapid Amortization Period, and (ii) the date on which the Five-Year Notes are fully paid.

“Five-Year Notes Expected Final Payment Date” means the November 2010 Payment Date.

“Five-Year Notes Legal Final Payment Date” means the November 2011 Payment Date.

“Fleet Equity Amount” means, on any date of determination, the amount, if any, by which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount of cash and Permitted Investments on deposit in the (i) Class A Reserve Account, (ii) the Class B Reserve Account, (iii) the Class A Non-Ford Cash Collateral Account, (iv) the Class B Non-Ford Cash Collateral Account, (v) the Series 2005-1 Excess Collection Account after the required application of such funds in accordance with the priorities set forth in clauses (i) through (v) of Section 2.2(f) of this Series Supplement as of such date, (vi) the Series 2005-1 Collection Account and available for reduction of the Series 2005-1 Principal Amount as of such date, (vii) any Series-Specific Excess Collection Account (other than the Series 2005-1 Excess Collection Account) after the

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required application of such funds in accordance with the priorities set forth in the provisions of the related Series Supplement governing the distribution of amounts on deposit in such Series-Specific Excess Collection Account, other than amounts that are permitted to be released to HVF, (viii) any Series-Specific Collection Account (other than the Series 2005-1 Collection Account) and available for reduction of the Principal Amount with respect to the related Series as of such date and (ix) any other Eligible Series Enhancement Account exceeds the aggregate Principal Amount of each Outstanding Series of Notes on such date.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Minimum Fleet Equity Amount as of such date.

“Ford Letter of Credit” means an irrevocable letter of credit issued for the account of Ford or an affiliate thereof in favor of the Trustee for the benefit of a Series of Notes or a class of a Series of Notes.

“Ford LOC Disbursement” means any Class A LOC Credit Disbursement under a Class A Ford Letter of Credit or any Class B LOC Credit Disbursement under a Class B Ford Letter of Credit.

“Ford LOC Exposure Amount” means, on any date of determination, the sum of (a) the aggregate amount available to be drawn under all outstanding Ford Letters of Credit on such date, (b) the stated amount of Ford Letters of Credit that Ford is committed to provide to HVF on such date, after giving effect to the issuance of the Ford Letters of Credit referenced in clause (a), (c) the aggregate amount of cash and Permitted Investments on deposit in any Series Account (including the Class A Ford Cash Collateral Account and the Class B Ford Cash Collateral Account) funded by an amount drawn under a Ford Letter of Credit on such date and (d) (without double counting any amount included in the preceding clause (c)) any outstanding Ford Reimbursement Obligations on such date.

 “Ford Reimbursement Obligations” means any and all obligations of HVF set forth in Section 2.16 of this Series Supplement and any other payment obligation of HVF in respect of a Ford Letter of Credit set forth in any other Series Supplement; provided, however, that no Ford Reimbursement Obligation in respect of a disbursement made under a Ford Letter of Credit shall arise until such time as Ford has reimbursed the provider of such Ford Letter of Credit for such disbursement.

“Four-Year Notes” means, collectively, the Class A-2 Notes, the Class A-3 Notes, the Class B-3 Notes and the Class B-4 Notes.

“Four-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2009 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of

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(i) the commencement of the Series 2005-1 Rapid Amortization Period, and (ii) the date on which the Four-Year Notes are fully paid.

“Four-Year Notes Expected Final Payment Date” means the February 2010 Payment Date.

“Four-Year Notes Legal Final Payment Date” means the February 2011 Payment Date.

“HVF Service Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to HVF Service Vehicles as of such date.

“HVF Service Vehicles” means, an HVF Vehicle used by Hertz’s employees, or to the extent permitted under the HVF Lease, employees of Hertz Equipment Rental Corporation.

“Hyundai Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is three months after the earlier of (i) the date such Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such Vehicle first occurred.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF including, without limitation, any amounts owing from HVF under each Series 2005-1 Interest Rate Hedge (other than Monthly Hedge Payments).

“Initial Class B Interest Period” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Initial Class B Notes Term Sheet” means the Class B Notes Term Sheet relating to the initial issuance of Class B Notes.

“Initial Purchaser” means each of Lehman Brothers Inc., Deutsche Bank Securities Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities Inc., BNP Paribas, Greenwich Capital Markets, Inc. and

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Calyon Securities (USA) Inc., each as an initial purchaser under the Class A Purchase Agreement.

“Insurance Agreement” means the Insurance Agreement, dated as of December 21, 2005, among the Insurer, the Trustee and HVF, which shall constitute an “Enhancement Agreement” with respect the Class A Notes for all purposes under the Indenture.

“Insurance Policy” means the Note Guaranty Insurance Policy No. 47437, dated December 21, 2005, issued by the Insurer.

“Insured Principal Deficit Amount” means, with respect to any Payment Date, the excess, if any, of (a) the Class A Outstanding Principal Amount measured as of such Payment Date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the sum on such Payment Date of (i) the Class A Asset Amount, (ii) the Class A Available Reserve Account Amount, (iii) the Class A Letter of Credit Amount, (iv) the Class B Available Reserve Account Amount, (v) the Class B Letter of Credit Amount, (vi) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Excess Collection Account and (vii) the amount on deposit in the Series 2005-1 Distribution Account and allocated to effect a redemption of the Class A Notes of any Class.

“Insurer” means MBIA Insurance Corporation, a New York corporation.  The Insurer shall constitute an “Enhancement Provider” with respect to the Class A Notes for all purposes under the Indenture and the other Related Documents.

“Insurer Default” means (i) any failure by the Insurer to pay a demand for payment made in accordance with the requirements of the Insurance Policy and such failure shall not have been cured or (ii) the occurrence of an Insurer Insolvency Event with respect to the Insurer.

“Insurer Fee” has the meaning set forth in the Insurance Agreement.

“Insurer Insolvency Event” shall be deemed to have occurred with respect to the Insurer if:

(a)a rehabilitation or liquidation proceeding shall be commenced against the Insurer, without the consent of the Insurer, seeking the rehabilitation or liquidation of the Insurer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Insurer or all or any substantial part of its assets, or any similar action with respect to the Insurer under any law relating to rehabilitation, liquidation, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or

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(b)the Insurer shall commence a voluntary proceeding under any applicable rehabilitation, 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 the Insurer or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c)the board of directors of the Insurer shall vote to implement any of the actions set forth in clause (b) above.

“Insurer Reimbursement Amounts” means, as of any date of determination, (i) an amount equal to the aggregate of any amounts due as of such date to the Insurer pursuant to the Insurance Agreement in respect of unreimbursed draws under the Insurance Policy, including interest thereon determined in accordance with the Insurance Agreement, and (ii) an amount equal to the aggregate of any other amounts due as of such date to the Insurer pursuant to the Insurance Agreement (other than the Insurer Fee).

“Interest Rate Hedge Provider” means HVF’s counterparty under a Series 2005-1 Interest Rate Hedge.  Each Interest Rate Hedge Provider, for so long as such Interest Rate Hedge Provider is not in default under its Series 2005-1 Interest Rate Hedge and such Series 2005-1 Interest Rate Hedge continues to be in effect, shall constitute an “Enhancement Provider” with respect to the Series 2005-1 Notes for all purposes under the Indenture and the other Related Documents.

“Jaguar Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Jaguar as of such date.

“Kia Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Land Rover Program Amount and the Land Rover Non-Program Amount as of such date.

“Land Rover Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Land Rover as of such date.

“Land Rover Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Land Rover as of such date.

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“Lease Payment Deficit Notice” has the meaning specified in Section 2.3(c) of this Series Supplement.

“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the context may require.

“Lexus Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Lexus as of such date.

“LIBOR Determination Date” means, with respect to any Series 2005-1 Interest Period, the second London Business Day preceding the first day of such Series 2005-1 Interest Period.

“LOC Preference Payment Disbursement” means a Class A LOC Preference Payment Disbursement and/or a Class B LOC Preference Payment Disbursement, as the context may require.

“London Business Day” means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles

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that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer,

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delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Market Value Average” means, as of any day on or after the third Determination 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 such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of the preceding Determination Date and the two Determination Dates precedent thereto.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Mazda Program Amount and the Mazda Non-Program Amount as of such date.

“Mazda Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Mazda as of such date.

“Mazda Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mitsubishi as of such date.

“Monthly Hedge Payment” means, for any Payment Date, the excess, if any, of (i) the aggregate amount payable by HVF as the “Fixed Amount” under each Series 2005-1 Interest Rate Hedge on such Payment Date over (ii) the aggregate amount payable to HVF as the “Floating Amount” under each such Series 2005-1 Interest Rate

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Hedge on such Payment Date, in each case excluding any termination payments under such Series 2005-1 Interest Rate Hedges.

“Monthly Total Principal Allocation” means for any Related Month the sum of all Series 2005-1 Principal Allocations with respect to such Related Month plus any amounts deposited in the Series 2005-1 Collection Account pursuant to Section 2.3(h)(vi)(B) of this Series Supplement.

“New York UCC” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

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“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Investment Grade Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or

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the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or the Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Eligible Program Manufacturer Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Eligible Program Manufacturers of an amount, with respect to each Non-Investment Grade Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Eligible Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Investment Grade Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Investment Grade Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer

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or an Affiliate thereof and that have not been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Investment Grade Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Manufacturers of an amount, with respect to each Non-Investment Grade Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Manufacturer and not turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to its Manufacturer Program with such Non-Investment Grade Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty

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Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

“One-Month LIBOR” means, with respect to the initial Series 2005-1 Interest Period, 4.38%, and for each subsequent Series 2005-1 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such Series 2005-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series 2005-1 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2005-1

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Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, “One-Month LIBOR” for such Series 2005-1 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2005-1 Interest Period.

“Outstanding” means with respect to the Series 2005-1 Notes, all Series 2005-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2005-1 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2005-1 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2005-1 Distribution Account and are available for payment of such Series 2005-1 Notes, and Series 2005-1 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2005-1 Notes in exchange for or in lieu of other Series 2005-1 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2005-1 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-1 Demand Note and distributed to the Series 2005-1 Noteholders in respect of amounts owing under the Series 2005-1 Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Series 2005-1 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Series 2005-1 Asset Amount on such date; provided, however, the Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Series 2005-1 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Series 2005-1 Asset Amount on such date and (2) the lesser of (a) the Series 2005-1 Liquidity Amount on such date and (b) the Series 2005-1 Required Liquidity Amount on such date.

“Pro Rata Share” means, (a) with respect to any Series 2005-1 Non-Ford Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-1 Non-Ford Letter of Credit Provider’s Series 2005-1 Non-Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-1 Non-Ford Letters of

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Credit relating to the same Class of Series 2005-1 Notes as such Series 2005-1 Non-Ford Letter of Credit Provider’s Series 2005-1 Non-Ford Letter of Credit, as of such date and (b) with respect to any Series 2005-1 Ford Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-1 Ford Letter of Credit Provider’s Series 2005-1 Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-1 Ford Letters of Credit relating to the same Class of Series 2005-1 Notes as such Series 2005-1 Ford Letter of Credit Provider’s Series 2005-1 Ford Letter of Credit, as of such date; provided, that only for purposes of calculating the Pro Rata Share with respect to any Series 2005-1 Letter of Credit Provider as of any date, if such Series 2005-1 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2005-1 Letter of Credit made prior to such date, the available amount under such Series 2005-1 Letter of Credit Provider’s Series 2005-1 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 Series 2005-1 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Series 2005-1 Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Series 2005-1 Letter of Credit).

“QIB” has the meaning specified in Section 5.1(d) of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2005-1 Notes, Standard & Poor’s, Moody’s and Fitch and any other nationally recognized rating agency rating the Series 2005-1 Notes at the request of HVF.

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof.

“Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 5.3(b) of this Series Supplement.

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“Required Minimum Fleet Equity Amount” means, on any date of determination, an amount equal to four times the Ford LOC Exposure Amount as of such date.

“Required Noteholders” means with respect to the Series 2005-1 Notes, subject to Section 6.6 of this Series Supplement, Series 2005-1 Noteholders holding more than 50% of the Series 2005-1 Principal Amount (excluding any Series 2005-1 Notes held by HVF or any Affiliate of HVF).

“Restricted Global Notes” has the meaning specified in Section 5.2(b) of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes, and all other Series 2005-1 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Section 5 of this Series Supplement.

“Restricted Period” means, with respect to any Series 2005-1 Notes issued on the Series 2005-1 Closing Date, the period commencing on such Series 2005-1 Closing Date and ending on the 40th day after such Series 2005-1 Closing Date, and with respect to any Class B Notes issued on a Series 2005-1 Class B Notes Closing Date, the period commencing on such Series 2005-1 Class B Notes Closing Date and ending on the 40th day after such Series 2005-1 Class B Notes Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means the Servicer’s Senior Term Facility and Senior ABL Facility, each of which will be provided under credit agreements, to be dated as of the date hereof, among the Servicer and (with respect to the Senior ABL Facility only) Hertz Equipment Rental Corporation and certain of the Servicer’s other subsidiaries, as borrower, Deutsche Bank AG Cayman Islands Branch Inc., as administrative agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch Capital Corporation, as sole documentation agent, and the other financial institutions party thereto from time to time.

“Series 2005-1 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2005-1 Notes as of such date, (ii) the Insurer Fee, if any, accrued to such date and payable by HVF on the next succeeding Payment Date, (iii) any other amounts due or accrued as of such date and payable to the Insurer pursuant to the Insurance Agreement (other than unreimbursed amounts drawn under the Insurance Policy to pay the principal of the Series 2005-1 Notes) on or prior to the next succeeding Payment Date, (iv) the Monthly Hedge Payment and (v) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2005-1 Percentage as of the Determination Date immediately preceding such Payment Date.

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“Series 2005-1 Accrued Interest Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-1 Adjusted Principal Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class B Adjusted Principal Amount, in each case, as of such date.

“Series 2005-1 Asset Amount” means, as of any date of determination, the product of (i) the Series 2005-1 Invested Percentage (with respect to principal) as of such date and (ii) the Aggregate Asset Amount as of such date.

“Series 2005-1 Cash Collateral Accounts” means the Class A Cash Collateral Account and the Class B Cash Collateral Account.

“Series 2005-1 Class B Notes Closing Date” means, with respect to any issuance of Class B Notes, the date specified in the Class B Notes Term Sheet related to such issuance of Class B Notes.

“Series 2005-1 Closing Account” has the meaning specified in Section 2.17(a) of this Series Supplement.

“Series 2005-1 Closing Account Collateral” has the meaning specified in Section 2.17(c) of this Series Supplement.

“Series 2005-1 Closing Date” means December 21, 2005.

“Series 2005-1 Collateral” means the Collateral, any Series 2005-1 Interest Rate Hedges, each Series 2005-1 Letter of Credit, the Series 2005-1 Series Account Collateral, the Class A Cash Collateral Account Collateral, the Class B Cash Collateral Account Collateral, the Series 2005-1 Demand Note, the Series 2005-1 Distribution Account Collateral, the Class A Reserve Account Collateral, the Class B Reserve Account Collateral and the Series 2005-1 Closing Account Collateral.

“Series 2005-1 Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-1 Controlled Amortization Period” means the Three-Year Notes Controlled Amortization Period, the Four-Year Notes Controlled Amortization Period or the Five-Year Notes Controlled Amortization Period, as the context requires.

“Series 2005-1 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

“Series 2005-1 Demand Note Payment Amount” means, as of any date of determination, the excess, if any, of (a) the aggregate amount of all proceeds of demands

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made on the Series 2005-1 Demand Note that were deposited into the Series 2005-1 Distribution Account and paid to the Series 2005-1 Noteholders during the one year period ending on such date of determination over (b) the amount of any Preference Amount relating to such proceeds that has been repaid to HVF (or any payee of HVF) with the proceeds of any LOC Preference Payment Disbursement (or any withdrawal from any Series 2005-1 Cash Collateral Account); provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred on or before such date of determination, the Series 2005-1 Demand Note Payment Amount shall equal (i) on any date of determination until the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon which the statute of limitations in respect of avoidance actions in such proceedings has run or when such actions otherwise become unavailable to the bankruptcy estate), the Series 2005-1 Demand Note Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy and (ii) on any date of determination thereafter, $0.

“Series 2005-1 Deposit Date” has the meaning specified in Section 2.2 of this Series Supplement.

“Series 2005-1 Designated Account” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Series 2005-1 Distribution Account” has the meaning specified in Section 2.9(a) of this Series Supplement.

“Series 2005-1 Distribution Account Collateral” has the meaning specified in Section 2.9(d) of this Series Supplement.

“Series 2005-1 Excess Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-1 Ford Letter of Credit” means each Class A Ford Letter of Credit and each Class B Ford Letter of Credit, as the context may require.

“Series 2005-1 Ford Letter of Credit Provider” means each Class A Ford Letter of Credit Provider and each Class B Ford Letter of Credit Provider, as the context may require.

“Series 2005-1 Ford Letter of Credit Termination Date” means the date on which (i) all Series 2005-1 Ford Letters of Credit have expired or been terminated and returned to the Series 2005-1 Ford Letter of Credit Provider thereof, (ii) no Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all amounts distributable to Ford hereunder from the Series 2005-1 Cash Collateral Accounts.

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“Series 2005-1 Global Note” means a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Series 2005-1 Interest Period” means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2005-1 Interest Period shall commence on and include the Series 2005-1 Closing Date and end on and include January 24, 2006.

“Series 2005-1 Interest Rate Hedge” is defined in Section 2.11(a) of this Series Supplement; provided that for the avoidance of doubt each Series 2005-1 Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”, but shall not constitute a “Swap Agreement” for all purposes under the Base Indenture or any other Related Document.

“Series 2005-1 Invested Percentage” means, on any date of determination:

(a)when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2005-1 Required Adjusted Asset Amount, determined during the Series 2005-1 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-1 Closing Date, on the Series 2005-1 Closing Date), or, the Series 2005-1 Required Adjusted Asset Amount, determined during the Series 2005-1 Controlled Amortization Period and the Series 2005-1 Rapid Amortization Period as of the last day of the Series 2005-1 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-1 Closing Date, as of the Series 2005-1 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

(b)when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2005-1 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2005-1 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-1 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series

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2005-1 Accrued Interest Account from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-1 Lease Payment Deficit” means either a Series 2005-1 Lease Interest Payment Deficit or a Series 2005-1 Lease Principal Payment Deficit.

“Series 2005-1 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 Series 2005-1 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2005-1 Distribution Account pursuant to Section 2.5(d) of this Series Supplement on such preceding Payment Date on account of such Series 2005-1 Lease Principal Payment Deficit.

“Series 2005-1 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2005-1 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2005-1 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2005-1 Letter of Credit” means a Class A Letter of Credit and/or a Class B Letter of Credit, as the context may require.

“Series 2005-1 Letter of Credit Provider” means a Class A Letter of Credit Provider and/or a Class B Letter of Credit Provider, as the context may require.

“Series 2005-1 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (k) of Article III of this Series Supplement that continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however, that any event or condition of the type specified in clauses (a) through (i) shall cease to constitute a Series 2005-1 Limited Liquidation Event of Default if (i) within such thirty (30) day period, such Amortization Event shall have been cured and (ii) the Trustee shall have received from the Series 2005-1 Noteholders holding more than 50% of the Controlling Class a waiver of the occurrence of such Series 2005-1 Limited Liquidation Event of Default.

“Series 2005-1 Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each case on such date.

“Series 2005-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 15%).

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“Series 2005-1 Maximum Amount” means any of the Series 2005-1 Maximum Hyundai Amount, the Series 2005-1 Maximum Jaguar Amount, the Series 2005-1 Maximum Kia Amount, the Series 2005-1 Maximum Land Rover Amount, the Series 2005-1 Maximum Mazda Amount, the Series 2005-1 Maximum Mitsubishi Amount, the Series 2005-1 Maximum Subaru Amount, the Series 2005-1 Maximum Volvo Amount, the Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2005-1 Maximum Non-Eligible Manufacturer Amount, the Series 2005-1 Maximum Non-Eligible Vehicle Amount, the Series 2005-1 Maximum Audi Amount, the Series 2005-1 Maximum BMW Amount, the Series 2005-1 Maximum Lexus Amount, the Series 2005-1 Maximum Mercedes Amount, the Series 2005-1 Maximum Aggregate BMW/Lexus Mercedes Amount and the Series 2005-1 Maximum HVF Service Vehicle Amount.

“Series 2005-1 Maximum Audi Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 8%).

“Series 2005-1 Maximum BMW Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-1 Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Kia Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such

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greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-1 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, with respect to any Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2005-1 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Mercedes Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-1 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 65% of the Adjusted Aggregate Asset Amount.

“Series 2005-1 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-1 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-1 Collection Account if all payments required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-1 Collection Account (without giving effect to any amounts deposited into the Series 2005-1

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Accrued Interest Account pursuant to the proviso in Section 2.2(c)(ii) of this Series Supplement) from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-1 Non-Ford Letter of Credit” means each Class A Non-Ford Letter of Credit and each Class B Non-Ford Letter of Credit, as the context may require.

“Series 2005-1 Non-Ford Letter of Credit Provider” means each Class A Non-Ford Letter of Credit Provider and each Class B Non-Ford Letter of Credit Provider, as the context may require.

“Series 2005-1 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-3 Note Rate, the Class A-4 Note Rate, the Class A-5 Note Rate, the Class B-1 Note Rate, the Class B-2 Note Rate, the Class B-3 Note Rate, the Class B-4 Note Rate, the Class B-5 Note Rate or the Class B-6 Note Rate, as the context may require.

“Series 2005-1 Note Owner” means, with respect to a Series 2005-1 Global Note, the Person who is the beneficial owner of an interest in such Series 2005-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Series 2005-1 Noteholders” means, collectively, the Class A Noteholders and the Class B Noteholders.

“Series 2005-1 Notes” means, collectively, the Class A Notes and the Class B Notes.

“Series 2005-1 Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Series 2005-1 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2005-1 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

“Series 2005-1 Principal Allocation” has the meaning specified in Section 2.2 (a)(ii) of this Series Supplement.

“Series 2005-1 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.

“Series 2005-1 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2005-1 Notes

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and ending upon the earlier to occur of (i) the date on which (A) the Series 2005-1 Notes are fully paid, (B) the Insurer has been paid all Insurer Fees and all Insurer Reimbursement Amounts then due, (C) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-1 Interest Rate Hedge, and (D) the Series 2005-1 Ford Letter of Credit Termination Date and (ii) the termination of the Indenture.

“Series 2005-1 Rating Agency Condition” means, with respect to the Series 2005-1 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency shall have notified HVF, the Insurer and the Trustee in writing that such action will not result in a reduction or withdrawal of the ratings of the Class A Notes (both with and without regard to the Insurance Policy in effect immediately before the taking of such action) or the Class B Notes.

“Series 2005-1 Required Adjusted Asset Amount” means, as of any date of determination, the sum of (i) the excess, if any, of (A) the Class A Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Collection Account that, in the case of each of (i)(B)(1) and (i)(B)(2), is required to be applied to reduce the Class A Principal Amount, as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-1 Collection Account that, in the case of each of (ii)(B)(1) and (ii)(B)(2),is required to be applied to reduce the Class B Principal Amount, as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-1 Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the Class B Adjusted Principal Amount as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-1 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2005-1 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Series 2005-1 Required Liquidity Amount” means, as of any date of determination, an amount equal to the sum of (i) the Class A Required Liquidity Amount and (ii) the Class B Required Liquidity Amount, in each case on such date.

“Series 2005-1 Revolving Period” means the period from and including the Series 2005-1 Closing Date to the earlier of (i) the commencement of the Series 2005-1

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Rapid Amortization Period and (ii) the commencement of the Three-Year Notes Controlled Amortization Period; provided that if the Three-Year Notes are paid in full on or prior to the Three-Year Notes Expected Final Payment Date and the Insurer has been paid all Insurer Fees and Insurer Reimbursement Amounts due to the Insurer on such Three-Year Notes Expected Final Payment Date, then the Series 2005-1 Revolving Period shall recommence and shall also include the period from and including the Determination Date immediately preceding the Payment Date on which the Three-Year Notes are paid in full and continue to the earlier of (i) the commencement of the Four-Year Notes Controlled Amortization Period and (ii) the commencement of the Series 2005-1 Rapid Amortization Period; provided that if the Four-Year Notes are paid in full on or prior to the Four-Year Notes Expected Final Payment Date and the Insurer has been paid all Insurer Fees and Insurer Reimbursement Amounts due to the Insurer on such Four-Year Notes Expected Final Payment Date, then the Series 2005-1 Revolving Period shall recommence and shall also include the period from and including the Determination Date immediately preceding the Payment Date on which the Four-Year Notes are paid in full and continue to the earlier of (i) the commencement of the Five-Year Notes Controlled Amortization Period and (ii) the commencement of the Series 2005-1 Rapid Amortization Period.

“Series 2005-1 Series Account Collateral” has the meaning specified in Section 2.1(d) of this Series Supplement.

“Series 2005-1 Series Accounts” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-2 Notes” means the Series 2005-2 Medium Term Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-3 Notes” means the Series 2005-3 Variable Funding Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-4 Notes” means the Series 2005-4 Variable Funding Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series-Specific Collection Account” means the collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such collection

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account to the payment of Ford Reimbursement Obligations, after the payment of principal of such Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series-Specific Excess Collection Account” means the excess collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such excess collection account to the payment of Ford Reimbursement Obligations after the payment of principal of such Series of Notes or any other Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series Supplement” has the meaning set forth in the preamble.

“Servicer Event of Default” means the occurrence of an event that results in amounts due under the Servicer’s Senior Credit Facilities becoming immediately due and payable and that has not been waived by the lenders under such facilities.

“Shadow Rating” means the rating of the Class A Notes by Standard & Poor’s or Moody’s, as applicable, without giving effect to the Insurance Policy.

“Subaru Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case with respect to Subaru as of such date.

“Telerate Page 3750” means the display page so designated on the Moneyline Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and

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model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer and approved by each Rating Agency that is rating any Series of Notes and, so long as any Class A Notes are Outstanding, the Insurer (such approval not to be unreasonably withheld or delayed), at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Servicer.

“Three-Year Notes” means, collectively, the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes.

“Three-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2008 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2005-1 Rapid Amortization Period, and (ii) the date on which the Three-Year Notes are fully paid.

“Three-Year Notes Expected Final Payment Date” means the February 2009 Payment Date.

“Three-Year Notes Legal Final Payment Date” means the February 2010 Payment Date.

“Top Two Non-Investment Grade EPM Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles

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that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the

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Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturers” means, as of any date of determination, the two Non-Investment Grade Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such Non-Investment Grade Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers) and amounts receivable from such Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers), in each case as of such date.

“Unrestricted Global Notes” has the meaning specified in Section 5.4(d) of this Series Supplement.

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“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Volvo Program Amount and the Volvo Non-Program Amount as of such date.

“Volvo Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Volvo as of such date.

“Volvo Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Volvo as of such date.

ARTICLE II

SERIES 2005-1 ALLOCATIONS

With respect to the Series 2005-1 Notes only, the following shall apply:

Section 2.1.  Series 2005-1 Series Accounts.

(a)Establishment of Series 2005-1 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider three accounts: the Series 2005-1 Collection Account (such account, the “Series 2005-1 Collection Account”), the Series 2005-1 Accrued Interest Account (such account, the “Series 2005-1 Accrued Interest Account”) and the Series 2005-1 Excess Collection Account (such account, the “Series 2005-1 Excess Collection Account” and, together with the Series 2005-1 Collection Account and the Series 2005-1 Accrued Interest Account, the “Series 2005-1 Series Accounts”).  Each Series 2005-1 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  Each Series 2005-1 Series Account shall be an Eligible Deposit Account.  If a Series 2005-1 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2005-1 Series Account is no longer an Eligible Deposit Account, establish a new Series 2005-1 Series Account that is an Eligible Deposit Account.  If a new Series 2005-1 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-1 Series Account into the new Series 2005-1 Series Account.  Initially, each of the Series 2005-1 Series Accounts will be established with The Bank of New York.

(b)Administration of the Series 2005-1 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2005-1 Series Accounts to invest funds on deposit in such Series 2005-1 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2005-1 Excess Collection Account shall mature not later

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than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-1 Excess Collection Account) and (y) any such investment in the Series 2005-1 Collection Account or the Series 2005-1 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-1 Collection Account or Series 2005-1 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-1 Series Accounts shall remain uninvested.

(c)Earnings from Series 2005-1 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-1 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)Series 2005-1 Series Accounts Constitute Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-1 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-1 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-1 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-1 Series Account Collateral”).

Section 2.2.  Allocations with Respect to the Series 2005-1 Notes.  The net proceeds from the initial sale of the Class A Notes will be deposited into the Series 2005-1 Closing Account on the Series 2005-1 Closing Date.  The Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 4:00 a.m. (New York City time) on the Series 2005-1 Closing Date, as to the manner in which to apply all

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amounts so deposited into the Series 2005-1 Closing Account; provided that all amounts on deposit in the Series 2005-1 Closing Account shall be applied in accordance with the priority of payments specified in Section 2.2(f) of this Series Supplement, as if such funds were on deposit in the Series 2005-1 Excess Collection Account.  The Trustee shall withdraw any amounts remaining in the Series 2005-1 Closing Account as of 9:30 a.m. on the Series 2005-1 Closing Date and deposit such amounts in the Series 2005-1 Excess Collection Account.  The net proceeds from the initial sale of any Class B Notes on a Series 2005-1 Class B Notes Closing Date will be deposited into the Series 2005-1 Excess Collection Account.  All amounts payable to HVF under any Series 2005-1 Interest Rate Hedges will be deposited into the Series 2005-1 Collection Account.  On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2005-1 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2:

(a)Allocations of Collections During the Series 2005-1 Revolving Period.  During the Series 2005-1 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2005-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2005-1 Collection Account an amount equal to the sum of (A) the Series 2005-1 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2005-1 Interest Rate Hedges.  All such amounts deposited into the Series 2005-1 Collection Account shall thereafter be deposited into the Series 2005-1 Accrued Interest Account; and

(ii)allocate to and deposit in the Series 2005-1 Excess Collection Account (A) an amount equal to the Series 2005-1 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day and (B) on the Series 2005-1 Closing Date, the net proceeds from the issuance of the Series 2005-1 Notes (for any such day, the “Series 2005-1 Principal Allocation”).

(b)Allocations of Collections During any Series 2005-1 Controlled Amortization Period.  During any Series 2005-1 Controlled Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2005-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2005-1 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2005-1 Accrued Interest Account; and

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(ii)(A) with respect to the Three-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2005-1 Collection Account an amount equal to the Series 2005-1 Principal Allocation for such day, which amount shall be used to make principal payments on the next succeeding Payment Date (I) on a pro rata basis in respect of the Class A-1 Notes until the Class A-1 Controlled Distribution Amount with respect to the Related Month related to such Payment Date has been paid in full and (II) once the Class A-1 Controlled Distribution Amount with respect to such Payment Date has been paid in full, on a pro rata basis in respect of the Class B-1 Notes and the Class B-2 Notes until the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2005-1 Collection Account from the Series 2005-1 Excess Collection Account on the first day of such Related Month pursuant to Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-1 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount, in each case with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2005-1 Excess Collection Account; (B) with respect to the Four-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2005-1 Collection Account an amount equal to the Series 2005-1 Principal Allocation for such day, which amount shall be used to make principal payments on the next succeeding Payment Date (I) on a pro rata basis in respect of the Class A-2 Notes and the Class A-3 Notes until the Class A-2 Controlled Distribution Amount and the Class A-3 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full and (II) once the Class A-2 Controlled Distribution Amount and the Class A-3 Controlled Distribution Amount with respect to such Payment Date have been paid in full, on a pro rata basis in respect of the Class B-3 Notes and the Class B-4 Notes until the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2005-1 Collection Account from the Series 2005-1 Excess Collection Account on the first day of such Related Month pursuant to Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-2 Controlled Distribution Amount, the Class A-3 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount, in each case with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2005-1 Excess Collection Account; and (C) with respect to the Five-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2005-1 Collection Account an amount equal to the Series 2005-1 Principal Allocation for such day, which amount shall be used to make principal payments on the next succeeding Payment Date (I) on a pro rata basis in respect

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of the Class A-4 Notes and the Class A-5 Notes until the Class A-4 Controlled Distribution Amount and the Class A-5 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full and (II) once the Class A-4 Controlled Distribution Amount and the Class A-5 Controlled Distribution Amount with respect to such Payment Date have been paid in full, on a pro rata basis in respect of the Class B-5 Notes and the Class B-6 Notes until the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full; provided, however, that if the Monthly Total Principal Allocation for the current Related Month, (together with the amount deposited in the Series 2005-1 Collection Account from the Series 2005-1 Excess Collection Account on the first day of such Related Month pursuant to Section 2.2(f) of this Series Supplement), exceeds the sum of the Class A-4 Controlled Distribution Amount, the Class A-5 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount, in each case with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2005-1 Excess Collection Account.

(c)Allocations of Collections During the Series 2005-1 Rapid Amortization Period.  During the Series 2005-1 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2005-1 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2005-1 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2005-1 Accrued Interest Account; and

(ii)allocate to and deposit in the Series 2005-1 Collection Account an amount equal to the Series 2005-1 Principal Allocation for such day, which amount shall be used to make principal payments (I) on a pro rata basis in respect of the Class A Notes until the Class A Notes have been paid in full, (II) once the Class A Notes have been paid in full, on a pro rata basis in respect of the Class B Notes until the Class B Notes have been paid in full, (III) once the Class B Notes have been paid in full, to Ford, all unpaid Ford Reimbursement Obligations until Ford has been paid in full, and (IV) once Ford has been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, on a pro rata basis to each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-1 Interest Rate Hedge; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2005-1 Notes, any amounts payable to the Trustee in respect of any Series 2005-1 Interest Rate Hedges and other amounts available pursuant to Section 2.3 of this Series Supplement to pay Class A Adjusted

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Monthly Interest and the Monthly Hedge Payment on the next succeeding Payment Date will be less than the sum of the Class A Adjusted Monthly Interest and the Monthly Hedge Payment for such Payment Date and (B) the Class A Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2005-1 Collection Account a portion of the Principal Collections allocated to the Series 2005-1 Notes during the Related Month equal to the lesser of such insufficiency and the Class A Enhancement Amount and deposit such amount into the Series 2005-1 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

(d)Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2005-1 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2005-1 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2005-1 Collection Account an amount equal to the Series 2005-1 Invested Percentage as of the date of the occurrence of such Series 2005-1 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2005-1 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2005-1 Collection Account and apply the Series 2005-1 Past Due Rent Payment in the following order:

(i)if the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in a demand for payment being made under the Insurance Policy, pay to the Insurer an amount equal to the lesser of (x) the unreimbursed amount of the payment made by the Insurer under the Insurance Policy in respect of such demand and (y) the amount of the Series 2005-1 Past Due Rent Payment;

(ii)if the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class A LOC Credit Disbursement and (y) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payment pursuant to clause (i) above;

(iii)if the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal being made from the Class A Ford Cash Collateral Account, deposit in the Class A Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Class A Ford Cash Collateral Account on account of such Series 2005-1 Lease Payment Deficit;

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(iv)if the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Non-Ford Letters of Credit, pay to each Class A Non-Ford Letter of Credit Provider who made such a Class A LOC Credit Disbursement for application in accordance with the provisions of the applicable Class A Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement and (y) such Class A Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement, of the amount of the Series 2005-1 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (iii) above;

(v)if the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal being made from the Class A Non-Ford Cash Collateral Account, deposit in the Class A Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iv) above and (y) the amount withdrawn from the Class A Non-Ford Cash Collateral Account on account of such Series 2005-1 Lease Payment Deficit;

(vi)if the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class B LOC Credit Disbursement and (y) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (v) above;

(vii)if the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal being made from the Class B Ford Cash Collateral Account, deposit in the Class B Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vi) above and (y) the amount withdrawn from the Class B Ford Cash Collateral Account on account of such Series 2005-1 Lease Payment Deficit;

(viii)if the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal being made from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement, deposit in the Class A Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vii) above and (y) the excess, if any, of the Class A Required Reserve Account Amount over the Class A Available Reserve Account Amount on such day;

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(ix)if the occurrence of the related Series 2005-1 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Non-Ford Letters of Credit, pay to each Class B Non-Ford Letter of Credit Provider who made such a Class B LOC Credit Disbursement for application in accordance with the provisions of the applicable Class B Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement and (y) such Class B Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement, of the amount of the Series 2005-1 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (viii) above;

(x)if the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal being made from the Class B Non-Ford Cash Collateral Account, deposit in the Class B Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (ix) above and (y) the amount withdrawn from the Class B Non-Ford Cash Collateral Account on account of such Series 2005-1 Lease Payment Deficit;

(xi)if the occurrence of such Series 2005-1 Lease Payment Deficit resulted in a withdrawal being made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement, deposit in the Class B Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (x) above and (y) the excess, if any, of the Class B Required Reserve Account Amount over the Class B Available Reserve Account Amount on such day;

(xii)deposit into the Series 2005-1 Accrued Interest Account the amount, if any, by which the Series 2005-1 Lease Interest Payment Deficit, if any, relating to such Series 2005-1 Lease Payment Deficit exceeds the amount of the Series 2005-1 Past Due Rent Payment applied pursuant to clauses (i) through (xi) above; and

(xiii)deposit into the Series 2005-1 Excess Collection Account and treat as Principal Collections the remaining amount of the Series 2005-1 Past Due Rent Payment.

(e)Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2005-1 Notes (i) during the Series 2005-1 Revolving Period shall be deposited into the Series 2005-1 Excess Collection Account and applied in accordance with Section 2.2(f) of this Series Supplement and (ii) during the Series 2005-1 Controlled Amortization Period or the

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Series 2005-1 Rapid Amortization Period shall be deposited into the Series 2005-1 Collection Account and applied in accordance with Section 2.2(b) or 2.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2005-1 Notes, and after the Series 2005-1 Notes have been paid in full, to pay Ford all unpaid Ford Reimbursement Obligations and, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-1 Interest Rate Hedge.

(f)Series 2005-1 Excess Collection Account.  Amounts deposited into the Series 2005-1 Excess Collection Account on any Series 2005-1 Deposit Date will be (i) first, withdrawn and deposited in the Class A Reserve Account in an amount up to the excess, if any, of the Class A Required Reserve Account Amount for such date over the Class A Available Reserve Account Amount for such date, (ii) second, withdrawn and deposited in the Class B Reserve Account in an amount up to the excess, if any, of the Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, used to pay Ford all unpaid Ford Reimbursement Obligations, (v) fifth, used to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-1 Interest Rate Hedge and (vi) sixth, any remaining funds may be released to HVF, in the case of clauses (ii) through (vi), only to the extent that no Class Enhancement Deficiency or other Amortization Event with respect to the Series 2005-1 Notes would result therefrom or exist immediately thereafter and in the case of clauses (v) and (vi) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment or release or immediately after such payment or release, the Fleet Equity Condition would be satisfied.  Notwithstanding the foregoing, on the first day of each Series 2005-1 Controlled Amortization Period and on the first Business Day of each Related Month during each Series 2005-1 Controlled Amortization Period following the Related Month in which such Series 2005-1 Controlled Amortization Period began, or, if earlier, the first day of the Series 2005-1 Rapid Amortization Period, all funds on deposit in the Series 2005-1 Excess Collection Account will be withdrawn from the Series 2005-1 Excess Collection Account and deposited into the Series 2005-1 Collection Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii), as the case may be, of this Series Supplement.

Section 2.3.  Application of Interest Collections.

On the fourth Business Day prior to each Payment Date, as provided below, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw, and on such Payment Date the Trustee, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn from the Series 2005-1 Accrued Interest Account pursuant to Section 2.3(b) below in respect of all funds available from any Series 2005-1 Interest Rate Hedges and Interest

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Collections processed since the preceding Payment Date and allocated to the holders of the Series 2005-1 Notes.

(a)Appointment of Calculation Agent.  BNY MTC is hereby appointed Calculation Agent for the purpose of determining the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-4 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate for each Series 2005-1 Interest Period.  On each LIBOR Determination Date, the Calculation Agent shall determine the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-4 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate for the next succeeding Series 2005-1 Interest Period and deliver notice of the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-4 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate to the Trustee and the Administrator.

(b)Note Interest with respect to the Series 2005-1 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2005-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2005-1 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2005-1 Interest Rate Hedge during that period in respect of (i) first, an amount equal to the Class A Monthly Interest for the Series 2005-1 Interest Period ending on the day preceding such succeeding Payment Date, (ii) second, an amount equal to the Monthly Hedge Payment, if any, for the next succeeding Payment Date, (iii) third, an amount equal to the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts), (iv) fourth, an amount equal to the Insurer Fee for such Series 2005-1 Interest Period plus any Insurer Reimbursement Amounts then due and owing, (v) fifth, an amount equal to the Class B Monthly Interest for the Series 2005-1 Interest Period ending on the day preceding such succeeding Payment Date, and (vi) sixth, an amount equal to the unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(b) from the Series 2005-1 Accrued Interest Account and deposit such amounts into the Series 2005-1 Distribution Account.

(c)Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2005-1 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)(i)Withdrawals from the Class A Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-1 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on

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such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class A Reserve Account and deposit in the Series 2005-1 Distribution Account on such Payment Date an amount equal to the lesser of the Class A Available Reserve Account Amount and such insufficiency.  The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2005-1 Distribution Account.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be withdrawn from the Class A Reserve Account.

(ii)Withdrawals from the Class B Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-1 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class B Reserve Account and deposit in the Series 2005-1 Distribution Account on such Payment Date an amount equal to the lesser of the Class B Available Reserve Account Amount and the lesser of (I) such insufficiency and (II) the amounts described in clauses (v) and (vi) of Section 2.3(b) of this Series Supplement.  The Trustee shall withdraw such amount from the Class B Reserve Account and deposit such amount in the Series 2005-1 Distribution Account, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 2.3(b) of this Series Supplement.

(e)Draws on Series 2005-1 Letters of Credit.  (I) (X) If the Administrator determines on any Payment Date that there exists a Series 2005-1 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class A Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) such Series 2005-1 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-1 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement on such Payment Date and (iii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date; provided, howeverthat if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  During the

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continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Non-Ford Letters of Credit or withdrawn from the Class A Non-Ford Cash Collateral Account.

(Y)  If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date exceeds the amounts available from the Series 2005-1 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class A Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-1 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date and (ii) the Class A Ford Letter of Credit Liquidity Amount on the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date; provided, however that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Ford Letters of Credit or withdrawn from the Class A Ford Cash Collateral Account.

(II)  (X) If the Administrator determines on any Payment Date that there exists a Series 2005-1 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class B Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) the excess, if any, of such Series 2005-1 Lease Interest Payment Deficit over the sum of the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Accounts), (ii) the lesser of (A) the excess, if any,

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of the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-1 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (v) and (vi) of Section 2.3(b) of this Series Supplement and (iii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 2.3(b) of this Series Supplement; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit.

(Y)  If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date exceeds the sum of the amounts available from the Series 2005-1 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class B Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-1 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement and the amounts to be

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drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (v) and (vi) of Section 2.3(b) of this Series Supplement and (ii) the Class B Ford Letter of Credit Liquidity Amount on the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 2.3(b) of this Series Supplement; provided, however that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(f)Insurance Policy.  (I)  If the Administrator determines on the second Business Day prior to any Payment Date that the Series 2005-1 Lease Interest Payment Deficit from the preceding Payment Date, if any, remains unpaid and the Class A Liquidity Amount on such date of determination is insufficient to pay the Class A Adjusted Monthly Interest due on the upcoming Payment Date, the Administrator shall  instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on the second Business Day preceding such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-1 Distribution Account.

(II)  If the Administrator determines on any Payment Date that the sum of the amounts available from the Series 2005-1 Accrued Interest Account plus the amount available under the Series 2005-1 Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement plus the amount, if any, to be drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 2.3(e)(I) of this Series Supplement plus the amount, if any, deposited in the Series 2005-1 Distribution Account pursuant to Section 2.3(f)(I) of this Series Supplement is insufficient to pay the amounts set forth under clause (a) and clause (b)(i) of the Class A Adjusted Monthly Interest definition for such Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on

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such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-1 Distribution Account.

(g)Deficiency Amounts.  If the amounts described in Sections 2.3(b), (c), (d), (e) and (f) of this Series Supplement are insufficient to pay (i) the Class A Adjusted Monthly Interest for any Payment Date, payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Monthly Interest for any Payment Date, payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-3 Notes shall be referred to as the “Class A-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-4 Notes shall be referred to as the “Class A-4 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-5 Notes shall be referred to as the “Class A-5 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-3 Notes shall be referred to as the “Class B-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-4 Notes shall be referred to as the “Class B-4 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-5 Notes shall be referred to as the “Class B-5 Deficiency Amount” and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-6 Notes shall be referred to as the “Class B-6 Deficiency Amount”.  Interest shall accrue on the Deficiency Amount for each Class of Series 2005-1 Notes at the applicable Series 2005-1 Note Rate.

(h)Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay, on such Payment Date, the balance (after making the payments required in Section 2.4 of this Series Supplement), if any, of the amounts available from the Series 2005-1 Accrued Interest Account plus the amount, if any, withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement plus the amount, if any, withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement plus the amount, if any, drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 2.3(e)(I) of this Series Supplement plus the amount, if any, drawn under the

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Class B Letters of Credit and/or withdrawn from the Class B Cash Collateral Accounts pursuant to Section 2.3 (e)(II) of this Series Supplement as follows:

(i)first, on a pro rata basis to each Interest Rate Hedge Provider, in an amount equal to the portion of the Monthly Hedge Payment for such Payment Date payable to such Interest Rate Hedge Provider;

(ii)second, to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the Series 2005-1 Interest Period ending on the day preceding such Payment Date and (y) any other Insurer Reimbursement Amounts then due and payable to the Insurer (excluding therefrom any amounts included in Class A Monthly Interest for such Series 2005-1 Interest Period), provided that during the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be paid with the proceeds of a draw on a Series 2005-1 Letters of Credit or a withdrawal from a Series 2005-1 Cash Collateral Account;

(iii)third, to the Administrator, in an amount equal to the Series 2005-1 Percentage as of the beginning of the Series 2005-1 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2005-1 Interest Period;

(iv)fourth, to the Trustee, in an amount equal to the Series 2005-1 Percentage as of the beginning of the Series 2005-1 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2005-1 Interest Period;

(v)fifth, on a pro rata basis, (x) to each Interest Rate Hedge Provider, in an amount equal to any remaining amounts due and owing to such Interest Rate Hedge Provider and (y) to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above and in the preceding clause (x)) to the Persons to whom such amounts are owed, in an amount equal to the Series 2005-1 Percentage as of the beginning of the Series 2005-1 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2005-1 Interest Period; and

(vi)sixth, the balance, if any, shall be withdrawn from the Series 2005-1 Accrued Interest Account by the Trustee and (A) during the Series 2005-1 Revolving Period, deposited into the Series 2005-1 Excess Collection Account or (B) during the Series 2005-1 Controlled Amortization Period or the Series 2005-1 Rapid Amortization Period, deposited into the Series 2005-1 Collection Account and treated as Principal Collections.

(i)Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2005-1 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to

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Section 2.3(h)(iv) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 2.3(h)(v) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from (I) the Class A Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (B) the Class A Percentage of an amount equal to the excess, if any, of (i) the Class A Percentage of 0.70% of the Series 2005-1 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-1 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class A Reserve Account under this Section 2.3(i)(I) in respect of fees and other amounts due and owing to the Trustee and (C) the Class A Percentage of such insufficiency and (II) the Class B Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to all other withdrawals therefrom pursuant to this Series Supplement on such Payment Date), (B) the Class B Percentage of an amount equal to the excess, if any, of (i) the Class B Percentage of 0.70% of the Series 2005-1 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-1 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class B Reserve Account under this Section 2.3(i)(II) in respect of fees and other amounts due and owing to the Trustee and (C) the Class B Percentage of such insufficiency.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and pay or reimburse itself.

(j)Listing Information Requirement.  Until the Administrator shall give the Trustee written notice that the Class A-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-1 Note Rate for the next succeeding Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period and the amount of interest payable on the Class A-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-1 Interest Period by the Business Day prior to such Payment Date.  So long as the Class A-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-1 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this

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clause shall not include communications of the Class A-1 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class A-2 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-2 Note Rate for the next succeeding Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period and the amount of interest payable on the Class A-2 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-2 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-1 Interest Period by the Business Day prior to such Payment Date.  So long as the Class A-2 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-2 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class A-2 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class A-4 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-4 Note Rate for the next succeeding Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period and the amount of interest payable on the Class A-4 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-4 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-1 Interest Period by the Business Day prior to such Payment Date.  So long as the Class A-4 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-4 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class A-4 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.

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Until the Administrator shall give the Trustee written notice that the Class B-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-1 Note Rate for the next succeeding Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period and the amount of interest payable on the Class B-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-1 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-1 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-1 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class B-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-3 Note Rate for the next succeeding Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period and the amount of interest payable on the Class B-3 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-3 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-1 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-3 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-3 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-3 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class B-5 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-5 Note Rate for the next succeeding Series 2005-1 Interest Period, the number of days in such Series 2005-1 Interest Period, the Payment Date for such Series 2005-1 Interest Period and the amount of interest payable on the

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Class B-5 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-5 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-1 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-5 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-5 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-5 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.

Section 2.4.  Payment of Note Interest.

On each Payment Date, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay to the Series 2005-1 Noteholders from the Series 2005-1 Distribution Account the amount deposited in the Series 2005-1 Distribution Account for the payment of interest pursuant to Section 2.3 of this Series Supplement.

Section 2.5.  Payment of Note Principal.

(a)Monthly Payments During Series 2005-1 Controlled Amortization Period or Series 2005-1 Rapid Amortization Period.  Commencing on the second Determination Date during the Three-Year Notes Controlled Amortization Period or the first Determination Date after the commencement of the Series 2005-1 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to the Series 2005-1 Notes of each Class during the Related Month pursuant to Section 2.2(b)(ii) or (c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account and deposited into the Series 2005-1 Distribution Account, (x) any amounts to be drawn on the Series 2005-1 Letters of Credit (and/or withdrawn from the Series 2005-1 Cash Collateral Accounts), (y) the amount of proceeds received in respect of a demand made under the Series 2005-1 Demand Note and (z) the amount of any demand on the Insurance Policy in accordance with the terms thereof.  On the Payment Date following each such Determination Date, the Trustee shall withdraw the amount allocated to the Series 2005-1 Notes of each Class during the Related Month pursuant to Section 2.2(b)(ii) or (c)(ii) of this Series Supplement, as the case may be, from the Series 2005-1 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2005-1 Demand Note received during the period from and excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2005-1 Distribution Account, which amount shall be paid (i) first, to the

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Class A Noteholders holding Class A Notes to which amounts have been so allocated, (ii) second, once all amounts due to such Class A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders holding Class B Notes to which amounts have been so allocated, (iii) third, once the Series 2005-1 Notes have been paid in full, to Ford all unpaid Ford Reimbursement Obligations and (iv) fourth, once all amounts due and owing to Ford under the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider to which amounts have been allocated; provided, however, that with respect to the Three-Year Notes Legal Final Payment Date and the Four-Year Notes Legal Final Payment Date, the Trustee shall withdraw from the Series 2005-1 Collection Account an amount which is no greater than the amounts due and owing pursuant to clauses (i) and (ii) of this Section 2.5(a) on such Payment Date; provided, further, however, that with respect to the Five-Year Notes Legal Final Payment Date, the Trustee shall withdraw from the Series 2005-1 Collection Account an amount which is no greater than the amounts due and owing pursuant to clauses (i) through (iv) of this Section 2.5(a) on such Payment Date.

(b)Principal Deficit Amount.  If the Principal Deficit Amount is greater than zero on any date, the Administrator shall promptly provide written notice thereof to the Insurer and the Trustee.  On each Payment Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2005-1 Distribution Account as follows:

(i)(A)  Class B Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-1 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class B Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount and the Class B Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and any draws under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement) and (II) the lesser of (x) the excess, if any, of such Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to clause (I) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement) and (y) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class B

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Reserve Account on such Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-1 Distribution Account on such Payment Date.

(B)Class A Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-1 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class A Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.5(b)(i)(A) of this Series Supplement) and the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement) and (II) the lesser of (x) such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.5(b)(i)(A) of this Series Supplement and any withdrawals from the Class A Reserve Account pursuant to clause (I) above) on such Payment Date and (y) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-1 Distribution Account on such Payment Date.

(ii)Principal Draws on Series 2005-1 Letters of Credit.  If the Administrator determines on any Payment Date that the Principal Deficit Amount on such Payment Date, after giving effect to the distribution of amounts to be deposited in the Series 2005-1 Distribution Account in accordance with clause (i) of this Section 2.5(b) on such Payment Date, will be greater than zero (A) in the case of a Payment Date that is not a Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to draw on:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit in an amount equal to the sum of (x) the least of (1) the Class B Liquidity Surplus (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings on the Class B Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II) of this Series Supplement), (2) the Series 2005-1 Lease Principal Payment Deficit, (3) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the

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Series 2005-1 Distribution Account in accordance with clause (i) of this Section 2.5(b) and the amount, if any, paid by Hertz under the Series 2005-1 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (4) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II) of this Series Supplement) and (y) the least of (1) the excess, if any, of the Series 2005-1 Lease Principal Payment Deficit (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 23(e)(I) of this Series Supplement), (2) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with clause (i) of this Section 2.5(b), the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above and the amount, if any, paid by Hertz under the Series 2005-1 Demand Note in respect of such Principal Deficit Amount on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement), and (3) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement and clause (x) above);

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with clause (i) of this Section 2.5(b), and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above and pursuant to Section 2.12(d)(X) of this Series Supplement, each on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant

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to Section 2.3(e)(I) of this Series Supplement), and (B) the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit in an amount equal to the least of (1) the excess, if any, of the Series 2005-1 Lease Principal Payment Deficit over the amounts drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date, (2) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 2.12(d)(X) of this Series Supplement on such Payment Date and the amount, if any, paid by Hertz under the Series 2005-1 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (3) the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement);

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of (1) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 2.12(d)(X) of this Series Supplement and on the Class A Non-Ford Letters of Credit pursuant to clause (II)(X) above and pursuant to Section 2.12(d)(Y) of this Series Supplement, each on such Payment Date, and (2) the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement);

(B) in the case of the Three-Year Notes Legal Final Payment Date:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the Series 2005-1 Lease Principal Payment Deficit;

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(2)the amount, if any, by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3)the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes

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Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(B)(I)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the excess, if any, of the Series 2005-1 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date;

(2)the amount, if any, by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3)the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement); and

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to

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Section 2.3(e)(I)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(B)(II)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(C) in the case of the Four-Year Notes Legal Final Payment Date:

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(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Four-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the Series 2005-1 Lease Principal Payment Deficit;

(2)the amount, if any, by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date); and

(3)the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Four-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Four-Year Notes Legal Final Payment Date, and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement on the Business Day immediately preceding such Four-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (i) the date of the

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first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(C)(I)(Y) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on the Four-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the excess, if any, of the Series 2005-1 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date;

(2)the amount, if any, by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date); and

(3)the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement); and

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

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(1)the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Four-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Four-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Four-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(C)(II)(Y) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

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(D) in the case of the Five-Year Notes Legal Final Payment Date:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1)the Series 2005-1 Lease Principal Payment Deficit; and

(2)the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement on the Business Day immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Class B Required Liquidity Amount on the earlier of (a) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (b) the Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(x) of this Section 2.5(b)(ii)(D)(I)(Y) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-1 Lease Interest Payment

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Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes Legal Final Payment Date there exists a Series 2005-1 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1)the excess, if any, of the Series 2005-1 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I) above; and

(2)the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement).

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve

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Account made since the date set forth in clause (2)(Ab)(x) of this Section 2.5(b)(ii)(D)(II)(Y) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y).

Upon receipt of a notice by the Trustee from the Administrator in respect of a Principal Deficit Amount on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on:

(I) (X) the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit;

(Y) the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date; provided, however, that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit; and

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(II) (X) the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y) the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-1 Distribution Account on such Payment Date; provided, however, that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(iii)Demand on Insurance Policy.  If the sum of the Class A Letter of Credit Amount, the Class A Available Reserve Account Amount, the Class B Letter of Credit Amount and the Class B Available Reserve Account Amount on any Payment Date on which the Class A Principal Deficit Amount will be greater than zero will be less than such Class A Principal Deficit Amount, the Trustee shall make a demand on the Insurance Policy by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date in an amount equal to the Insured Principal Deficit Amount and shall cause the proceeds thereof to be deposited in the Series 2005-1 Distribution Account.

(c)Legal Final Payment Dates.  The Class A-1 Principal Amount,  the Class B-1 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(a) of this Series Supplement with respect to the Three-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 2.5(b) of this Series Supplement on the Three-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-1 Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Three-Year Notes Legal Final Payment Date, prior to 10:00 a.m.

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(New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the least of (i) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement), (ii) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) and Section 2.5(b)(ii)(B)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (iii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the least of (i) the Class A Available Reserve Account Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement), (ii) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) and Section 2.5(b)(ii)(B)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (iii) the excess of such insufficiency over the sum of (X) the Class B-1 Principal Amount, (Y) the Class B-2 Principal Amount and (Z) the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) of this sentence, and deposit such withdrawn amounts in the Series 2005-1 Distribution Account on the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-1 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.  The Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount shall be due and payable on the Four-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(a) of this Series Supplement with respect to the Four-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 2.5(b) of this Series Supplement on the Four-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on the Four-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Four-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the least of (i) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement), (ii) the amount by which the Class B Liquidity Amount (after giving

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effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) and Section 2.5(b)(ii)(C)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and (iii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the least of (i) the Class A Available Reserve Account Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement), (ii) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) and Section 2.5(b)(ii)(C)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date) and (iii) the excess of such insufficiency over the sum of (X) the Class B-3 Principal Amount, (Y) the Class B-4 Principal Amount and (Z) the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) of this sentence, and deposit such withdrawn amounts in the Series 2005-1 Distribution Account on the Four-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-1 Distribution Account on or prior to the Four-Year Notes Legal Final Payment Date.  The Class A-4 Principal Amount, the Class A-5 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount shall be due and payable on the Five-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-1 Distribution Account in accordance with Section 2.5(a) of this Series Supplement with respect to the Five-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 2.5(b) of this Series Supplement on the Five-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on the Five-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the lesser of (i) the Class B Available Reserve Account Amount, (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement), and (ii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the lesser of (i) the Class A Available Reserve Account Amount, (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement), and (ii) the excess of such insufficiency over the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) above, and deposit such withdrawn amounts in the Series 2005-1 Distribution Account on the Five-Year Notes Legal Final

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Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-1 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.  If, after giving effect to any such deposits into the Series 2005-1 Distribution Account, the amount to be deposited in the Series 2005-1 Distribution Account for payment of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, or the Class A-4 Notes and the Class A-5 Notes, as the case may be, with respect to the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the case may be, is or will be less than the sum of the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount and the Class A-3 Outstanding Principal Amount, or the Class A-4 Outstanding Principal Amount and the Class A-5 Outstanding Principal Amount, as the case may be, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date and, upon receipt of such notice, the Trustee shall make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-1 Distribution Account.

(d)Distribution.  On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 2.5(a) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, to the Class A Noteholders the amount deposited in the Series 2005-1 Distribution Account for the payment of principal of the Class A Notes held by such Class A Noteholders pursuant to Section 2.5(a) of this Series Supplement and any amounts deposited in the Series 2005-1 Distribution Account for the payment of principal of such Class A Notes pursuant to Section 2.5(b) of this Series Supplement and, to the extent necessary to pay the Class A-1 Outstanding Principal Amount on the Three-Year Notes Legal Final Payment Date, the Class A-2 Outstanding Principal Amount and the Class A-3 Outstanding Principal Amount on the Four-Year Notes Legal Final Payment Date, or the Class A-4 Outstanding Principal Amount and the Class A-5 Outstanding Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in the Series 2005-1 Distribution Account pursuant to Section 2.5(c) of this Series Supplement, (ii) second, once all amounts due to such Class A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders the amount deposited in the Series 2005-1 Distribution Account for the payment of principal of the Class B Notes held by such Class B Noteholders pursuant to Section 2.5(a) of this Series Supplement and any amounts deposited in the Series 2005-1 Distribution Account for the payment of principal of such Class B Notes pursuant to Section 2.5(b) of this Series Supplement and, to the extent necessary to pay the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Three-Year Notes Legal Final Payment Date, the Class B-3 Principal Amount and the Class B-4 Principal Amount on the Four-Year Notes Legal Final Payment Date, or the Class B-5 Principal Amount and the Class B-6 Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in the Series 2005-1 Distribution Account pursuant to Section 2.5(c) of this Series Supplement, (iii) third, once the Series 2005-1

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Notes have been paid in full, to Ford the amounts deposited in the Series 2005-1 Distribution Account for the payment of all unpaid Ford Reimbursement Obligations pursuant to Section 2.5(a) of this Series Supplement and (iv) fourth, once all amounts due and owing to Ford pursuant to the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider the amounts deposited in the Series 2005-1 Distribution Account for the payment of all amounts due and owing to it under its Series 2005-1 Interest Rate Hedge.

Section 2.6.  The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.

If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2005-1 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2005-1 Series Account without such notice or instruction from the Administrator, provided that the Administrator or, in the case of any payment from a Series 2005-1 Series Account, the Insurer, upon request of the Trustee or the Insurer, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or under any other Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on any Series 2005-1 Letters of Credit with respect to a Class of Series 2005-1 Notes required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Series 2005-1 Letters of Credit with respect to such Class of Series 2005-1 Notes without such instruction from the Administrator, provided that the Administrator or the Insurer (solely with respect to the Class A Letters of Credit), upon request of the Trustee or the Insurer (solely with respect to the Class A Letters of Credit), promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2005-1 Letter of Credit.

Section 2.7.  Class A Reserve Account.

(a)Establishment of Class A Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider an account (the “Class A Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Reserve Account shall be an Eligible Deposit Account.  If the Class A Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Reserve Account is no longer an Eligible Deposit Account, establish a new Class A

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Reserve Account that is an Eligible Deposit Account.  If a new Class A Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Reserve Account into the new Class A Reserve Account.  Initially, the Class A Reserve Account will be established with the Trustee.

(b)Administration of the Class A Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class A Reserve Account to invest funds on deposit in the Class A Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A Reserve Account), unless any Permitted Investment held in the Class A Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class A Reserve Account shall remain uninvested.

(c)Earnings from Class A Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class A Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)Class A Reserve Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Reserve Account Collateral”).

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(e)Class A Reserve Account Surplus.  In the event that the Class A Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall withdraw from the Class A Reserve Account an amount equal to the Class A Reserve Account Surplus and (i) deposit in the Class B Reserve Account the lesser of (x) such Class A Reserve Account Surplus and (y) the excess, if any, of the Class B Required Reserve Account Amount as of such Payment Date over the Class B Available Reserve Account Amount as of such Payment Date, in each case as of such Payment Date, (ii) pay to Ford the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited pursuant to clause (i) above and (y) all unpaid Ford Reimbursement Obligations and (iii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied (A) pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited and/or paid pursuant to clauses (i) and (ii) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-1 Interest Rate Hedge and (B) pay to HVF any portion of such Class A Reserve Account Surplus remaining after any required deposit and/or payment pursuant to clauses (i) through (iii)(A) above.

(f)Termination of Class A Reserve Account.  On or after the date on which the Series 2005-1 Notes are fully paid, the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-1 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, shall withdraw from the Class A Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 2.8.  Class A Letters of Credit and Class A Cash Collateral Accounts.

(a)(I) Class A Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Ford Cash Collateral Account, whether

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constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Ford Cash Collateral Account Collateral”).

(II)Class A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Non-Ford Cash Collateral Account Collateral”).

(b)Class A Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding the amount available to be drawn under such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be equal to or greater than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount and (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-1 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15)

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Business Days prior to such Class A Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be less than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, or (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-1 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date and (D) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-1 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding such Class A Non-Ford Letter of Credit but taking into account each substitute Class A Non-Ford Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the Class A Non-Ford Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement

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under a Class A Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class A Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the applicable Class A Cash Collateral Account.

(c)Class A Letter of Credit Providers.  The Administrator shall notify the Trustee, Fitch and the Insurer in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class A Letter of Credit Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class A Downgrade Event with respect to any Class A Letter of Credit Provider, the Administrator shall notify the Trustee and the Insurer in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding the available amount under such Class A Letter of Credit, on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date and (D) if the Class A Downgrade Event affects a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-1 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class A Non-Ford Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class A Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursement to be deposited in a Class A Non-Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit.

(d)Class A Preference Amount Demands on the Class A Non-Ford Letters of Credit.  If the Insurer notifies the Trustee in writing that the Insurer shall have

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made a payment under the Insurance Policy in respect of a Class A Preference Amount, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class A Preference Amount and (ii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider (with a copy to the Insurer) a draft accompanied by a Class A Certificate of Preference Payment Demand and shall cause the Class A LOC Preference Payment Disbursements to be paid to the Insurer; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class A Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class A Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee and the Insurer.  Prior to any draw on the Class A Non-Ford Letters of Credit or withdrawal from the Class A Non-Ford Cash Collateral Account pursuant to this Section 2.8(d), the Trustee shall have received a certified copy of the order requiring the return of such Class A Preference Amount.

(e)(I) Reductions in Stated Amounts of the Class A Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-1-1, requesting a reduction in the stated amount of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Ford Letter of Credit Provider who issued such Class A Ford Letter of Credit with a copy to Ford a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount and (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-1-2, requesting the replacement of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class A Ford Letter of Credit having a stated amount equal to the available amount of the Class A Ford Letter of Credit being replaced issued by a Class A Eligible Ford Letter of Credit Provider deliver to the Class A Letter of Credit Provider who issued the Class A Ford Letter of Credit being replaced a written notice in the form provided in such Class A Ford Letter of Credit confirming cancellation of such Class A Ford Letter of Credit and shall deliver such cancelled Class A Ford Letter of Credit to such Class A Letter of Credit Provider as soon as practicable.

(II)Reductions in Stated Amounts of the Class A Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-2, requesting a reduction in the stated amount of any Class A Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice

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deliver to the Class A Non-Ford Letter of Credit Provider who issued such Class A Non-Ford Letter of Credit a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iv) the Class A Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-1 Demand Note Payment Amount.

(f)(I) Draws on the Class A Ford Letters of Credit.  If there is more than one Class A Ford Letter of Credit on the date of any draw on the Class A Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.8(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Ford Letter of Credit Provider issuing such Class A Ford Letter of Credit of the amount of such draw on the Class A Ford Letters of Credit.

(II)Draws on the Class A Non-Ford Letters of Credit.  If there is more than one Class A Non-Ford Letter of Credit on the date of any draw on the Class A Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.8(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Non-Ford Letter of Credit Provider issuing such Class A Non-Ford Letter of Credit of the amount of such draw on the Class A Non-Ford Letters of Credit.

(g)(I) Establishment of Class A Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Ford Letter of Credit pursuant to Section 2.8(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Ford Cash Collateral Account into the new Class A Ford Cash Collateral Account.

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(II)           Establishment of Class A Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Non-Ford Letter of Credit pursuant to Section 2.8(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Non-Ford Cash Collateral Account into the new Class A Non-Ford Cash Collateral Account

(h)           Administration of the Class A Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class A Cash Collateral Account to invest funds on deposit in a Class A Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class A Cash Collateral Account), unless any Permitted Investment held in such Class A Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class A Cash Collateral Account shall remain uninvested.

(i)            Earnings from Class A Cash Collateral Account.  All Class A Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)            Class A Cash Collateral Account Surplus.  (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 2.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.8(j)(X).  The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount

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on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-1 Demand Note Payment Amount on such Payment Date.  Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 2.8(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.  (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 2.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

(k)           Termination of Class A Cash Collateral Accounts.  (X)  On the earlier of the termination of this Series Supplement in accordance with Section 6.13 of this Series Supplement and the Five-Year Notes Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class A Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class A LOC Termination Disbursements deposited into the Class A Ford Cash Collateral Account pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 2.3(e)(I)(Y) or Section 2.5(b)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance

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with Section 2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class A Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class A Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class A Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class A Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(d) above) and shall pay such amounts, first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, pro rata to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class A Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.9.  Series 2005-1 Distribution Account.

(a)           Establishment of Series 2005-1 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, the Series 2005-1 Interest Rate Hedge Provider and Ford an account (the “Series 2005-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, the Series 2005-1 Interest Rate Hedge Provider and Ford.  The Series 2005-1 Distribution Account shall be an Eligible Deposit Account.  If the Series 2005-1 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2005-1 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2005-1 Distribution Account that is an Eligible Deposit Account.  If a new Series 2005-1 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-1 Distribution Account into the new Series 2005-1 Distribution Account.  Initially, the Series 2005-1 Distribution Account will be established with the Trustee.

(b)           Administration of the Series 2005-1 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2005-1 Distribution Account in writing to invest funds on deposit in the Series 2005-1 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment

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shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-1 Distribution Account), unless any Permitted Investment held in the Series 2005-1 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2005-1 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-1 Distribution Account shall remain uninvested.

(c)           Earnings from Series 2005-1 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-1 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)           Series 2005-1 Distribution Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-1 Distribution Account Collateral”).

Section 2.10.  Trustee as Securities Intermediary.

(a)           The Trustee or other Person holding the Series 2005-1 Collection Account, the Series 2005-1 Excess Collection Account, the Series 2005-1 Accrued Interest Account, the Class A Reserve Account, the Class B Reserve Account, the Series 2005-1 Cash Collateral Account, the Series 2005-1 Distribution Account or the Series 2005-1 Closing Account (each a “Series 2005-1 Designated Account”) shall be the “Securities Intermediary”.  If the Securities Intermediary in respect of any Series 2005-1

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Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.10.

(b)           The Securities Intermediary agrees that:

(i)            The Series 2005-1 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited;

(ii)           All securities or other property underlying any Financial Assets credited to any Series 2005-1 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2005-1 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii)          All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2005-1 Designated Account;

(iv)          Each item of property (whether investment property, security, instrument or cash) credited to a Series 2005-1 Designated Account shall be treated as a Financial Asset;

(v)           If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2005-1 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

(vi)          The Series 2005-1 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2005-1 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)         The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2005-1 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until

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the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.10(b)(v) of this Series Supplement; and

(viii)        Except for the claims and interest of the Trustee and HVF in the Series 2005-1 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2005-1 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2005-1 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

(c)           The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2005-1 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2005-1 Designated Accounts.

Section 2.11.  Series 2005-1 Interest Rate Hedges.

(a)           On the Series 2005-1 Closing Date, HVF shall acquire one or more interest rate caps or swaps, in form and substance acceptable to the Insurer (each a “Series 2005-1 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider with funds available to it.  The aggregate initial notional amount of all Series 2005-1 Interest Rate Hedges shall equal the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class A-4 Principal Amount, the Class B-1 Principal Amount, the Class B-3 Principal Amount and the Class B-5 Principal Amount on the Series 2005-1 Closing Date, and, thereafter, the aggregate notional amount of all Series 2005-1 Interest Rate Hedges may be reduced pursuant to the related Series 2005-1 Interest Rate Hedge but shall not at any time be less than the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class A-4 Principal Amount, the Class B-1 Principal Amount, the Class B-3 Principal Amount and the Class B-5 Principal Amount.  The strike rate of each Series 2005-1 Interest Rate Hedge in the form of a cap shall not be greater than 4.87%.  The fixed rate of each Series 2005-1 Interest Rate Hedge in the form of a swap shall not be greater than 4.87%.  HVF shall satisfy the Series 2005-1 Rating Agency Condition and, so long as any Class A Notes are Outstanding, obtain the consent of the Insurer (such consent not to be unreasonably withheld or delayed) in connection with its acquisition of any Series 2005-1 Interest Rate Hedge.  The Series 2005-1 Interest Rate Hedge must provide that (i) no payments from the Series 2005-1 Hedge Provider to HVF shall be conditioned upon payment of amounts (other than the Monthly Hedge Payment) due to such Series 2005-1 Interest Rate Hedge Provider from HVF, to the extent that any such non-payment resulted solely from the Fleet Equity Condition failing to be satisfied, (ii) the Series 2005-1 Interest Rate Hedge Provider shall provide to the Insurer a copy of any notice of payment default delivered to HVF, simultaneously with

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delivery of such notice to HVF and (iii) in the event that HVF shall fail to pay any amounts due to the Series 2005-1 Hedge Provider under such Series 2005-1 Interest Rate Hedge, the Insurer shall have the right to make any such payment on behalf of HVF.  For so long as an Interest Rate Hedge Provider is not in default under its Series 2005-1 Interest Rate Hedge and such Series 2005-1 Interest Rate Hedge continues to be in effect, such Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-1 Notes for all purposes under the Indenture and the other Related Documents, and each Series 2005-1 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party shall constitute an “Enhancement Agreement” with respect to the Series 2005-1 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to each such Interest Rate Hedge Provider pursuant to this Series Supplement.

(b)           If, at any time, an Interest Rate Hedge Provider is not an Eligible Interest Rate Hedge Provider, then HVF shall cause such Interest Rate Hedge Provider within 30 days following such occurrence, at such Interest Rate Hedge Provider’s expense, to do one of the following:  (i) obtain a replacement interest rate cap or swap on the same terms as the Series 2005-1 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party (or with such modifications as are acceptable to the Rating Agencies and the Insurer) from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement HVF shall terminate the Series 2005-1 Interest Rate Hedge being replaced, (ii) obtain a guaranty from, or contingent agreement of (in each case, in form and substance acceptable to the Insurer), another person who qualifies as an Eligible Interest Rate Hedge Provider to honor such Interest Rate Hedge Provider’s obligations under its Series 2005-1 Interest Rate Hedge in accordance with its terms and written confirmation from Standard & Poor’s and Moody’s that the substantive terms of the guaranty agreement are sufficient to maintain or restore the immediately prior Shadow Rating, (iii) post collateral pursuant to and in accordance with its Series 2005-1 Interest Rate Hedge, or (iv) enter into any arrangement satisfactory to Standard & Poor’s, Moody’s and, so long as the Class A Notes are Outstanding, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, shall not be unreasonably withheld or delayed, which is sufficient to maintain or restore the immediately prior Shadow Rating.  If HVF is unable to cause such Interest Rate Hedge Provider to take any of the actions described in clauses (i), (ii), (iii) or (iv) of the preceding sentence after making commercially reasonable efforts, (I) HVF will obtain a replacement Series 2005-1 Interest Rate Hedge at the expense of the replaced Interest Rate Hedge Provider or, if the replaced Interest Rate Hedge Provider fails to make such payment, at the expense of HVF (in which event, such amount will be considered Carrying Charges and paid solely from Interest Collections available pursuant to Section 2.3(h) of this Series Supplement) and (II) to the extent that HVF does not obtain a replacement Series 2005-1 Interest Rate Hedge, the Insurer shall be deemed to have been materially and adversely effected.  HVF must cause each Series 2005-1 Interest Rate Hedge to provide that if the Interest Rate Hedge Provider is required to take any of the

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actions described in clauses (i), (ii), or (iv) above and such action is not taken within 30 days, then the Interest Rate Hedge Provider must, until a replacement Series 2005-1 Interest Rate Hedge is executed and in effect, collateralize its obligations as required under clause (iii) above.  Each Series 2005-1 Noteholder by its acceptance of a Series 2005-1 Note hereby acknowledges and agrees, and directs the Trustee to acknowledge and agree, and the Trustee, at such direction, hereby acknowledges and agrees, that any collateral posted by an Interest Rate Hedge Provider pursuant to clause (iii) above (A) is collateral solely for the obligations of such Interest Rate Hedge Provider under its Series 2005-1 Interest Rate Hedge, (B) does not constitute collateral for the Series 2005-1 Notes (provided that in order to secure and provide for the payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF has pledged each Series 2005-1 Interest Rate Hedge and its security interest in any collateral posted in connection therewith as collateral for the Series 2005-1 Notes), and (C) will in no event be available to satisfy any obligations of HVF hereunder or otherwise unless and until such Interest Rate Hedge Provider defaults in its obligations under its Series 2005-1 Interest Rate Hedge and such collateral is applied in accordance with the terms of such Series 2005-1 Interest Rate Hedge to satisfy such defaulted obligations of such Interest Rate Hedge Provider.

(c)           If the long-term senior unsecured debt rating of an Interest Rate Hedge Provider, or the Person that guarantees all of the Interest Rate Hedge Provider’s obligations under its Series 2005-1 Interest Rate Hedge, is withdrawn or falls to or below “Baa1” by Moody’s or to or below “BBB+” by Standard & Poor’s, then the Insurer may terminate such Interest Rate Hedge Provider’s Series 2005-1 Interest Rate Hedge if, after 10 Business Days after the occurrence of such rating withdrawal or fall, the Interest Rate Hedge Provider has not, at its own expense, (i) obtained a replacement interest rate swap or cap on the same terms as the Series 2005-1 Interest Rate Hedge (or with such modifications as are acceptable to the Rating Agencies and the Insurer) provided by such Interest Rate Hedge Provider from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement terminated the Series 2005-1 Interest Rate Hedge being replaced or (ii) entered into any arrangement satisfactory to S&P, Moody’s and, so long as the Class A Notes are outstanding, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, will not have been unreasonably withheld or delayed, which was sufficient to maintain or restore the immediately prior Shadow Rating.

(d)           To secure payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders and the Insurer, all of HVF’s right, title and interest, whether now or hereafter existing or acquired, in the Series 2005-1 Interest Rate Hedges and all proceeds thereof.  HVF shall require all proceeds of the Series 2005-1 Interest Rate Hedges to be paid, and the Trustee shall allocate, all proceeds of the Series 2005-1 Interest Rate Hedges to the Series 2005-1 Accrued Interest Account or the Series 2005-1 Collection Account.

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Section 2.12.  Series 2005-1 Demand Note Constitutes Additional Collateral for Series 2005-1 Notes.

(a)           In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2005-1 Demand Note; and (iii) all proceeds of any and all of the foregoing, including, without limitation, cash.  On the date hereof, HVF shall deliver to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, the Series 2005-1 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, shall be the only Person authorized to make a demand for payment on the Series 2005-1 Demand Note.

(b)           Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2005-1 Demand Note or forgive amounts payable thereunder so that the outstanding principal amount of the Series 2005-1 Demand Note after such reduction or forgiveness is less than the sum of the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit Liquidity Amount.  HVF shall not agree, to any amendment of the Series 2005-1 Demand Note without first satisfying the Series 2005-1 Rating Agency Condition.

(c)           HVF agrees that on the Series 2005-1 Closing Date it will have capitalization in an amount equal to or greater than 4.17% of the sum of (i) the outstanding principal amount of the Series 2004-1 Rental Car Asset Backed Notes, (ii) the Series 2005-1 Principal Amount, (iii) the outstanding principal amount of the Series 2005-2 Notes, (iv) the maximum outstanding principal amount of the Series 2005-3 Notes and (v) the maximum outstanding principal amount of the Series 2005-4 Notes.

(d)           Upon the occurrence and during the continuance of an Amortization Event with respect to the Series 2005-1 Notes, the Trustee may and, at the written direction of the Insurer or the Series 2005-1 Noteholders holding more than 50% of the Controlling Class shall, make one or more demands (each a “Demand Notice”) on Hertz for payment under the Series 2005-1 Demand Note, in each case, in an amount equal to the lesser of (i) the principal amount of the Series 2005-1 Demand Note and (ii) on any Business Day, (A) prior to the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the amount of any Principal Deficit Amount on such date, (B) on or after the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date but prior to the second Business Day immediately preceding the Four-Year Notes Legal Final Payment Date, the greater of (x) the Principal Deficit Amount on such date and (y) the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount (on or prior to the Three-Year Notes Legal Final Payment Date, calculated after giving effect to

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the distribution of all amounts on account of principal that will be available to be distributed to the Class A-1 Noteholders (other than under the Insurance Policy) and the Class B-1 Noteholders and the Class B-2 Noteholders in accordance with this Series Supplement on the Three-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 2.5(c) of this Series Supplement)), (C) on or after the second Business Day immediately preceding the Four-Year Notes Legal Final Payment Date but prior to the second Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the greater of (x) the Principal Deficit Amount on such date and (y) the sum of the Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount (on or prior to the Four-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts on account of principal that will be available to be distributed to the Class A-2 Noteholders and the Class A-3 Noteholders (other than under the Insurance Policy) and the Class B-3 Noteholders and the Class B-4 Noteholders in accordance with this Series Supplement on the Four-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 2.5(c) of this Series Supplement)), and (D) on or after the second Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the Series 2005-1 Principal Amount (on or prior to the Five-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts that will be available to be distributed to the Class A-4 Noteholders and the Class A-5 Noteholders (other than under the Insurance Policy) and the Class B-5 Noteholders and the Class B-5 Noteholders in accordance with this Series Supplement on the Five-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 2.5(c) of this Series Supplement)).  The Trustee shall cause the proceeds of any demand on the Series 2005-1 Demand Note to be deposited into the Series 2005-1 Distribution Account, and such proceeds shall be treated as Principal Collections for all purposes hereunder.  If (i) the Trustee shall have made such a Demand Notice and Hertz shall have failed to pay to the Trustee or deposit into the Series 2005-1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (ii) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on:

(X) the Class B Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of: (A) the amount that Hertz failed to pay under the Series 2005-1 Demand Note (or the amount that the Trustee failed to demand for payment thereunder);

(B)           the Class B Non-Ford Letter of Credit Amount on such Business Day; and

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(C)           on any Business Day:

(i)            other than the Business Day immediately preceding a Legal Final Payment Date, the Principal Deficit Amount on such Business Day;

(ii)           on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day and (y) the lesser of (1) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)          on the Business Day immediately preceding the Four-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on such Business Day and (y) the lesser of (1) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series

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Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iii) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

(iv)          on the Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-4 Principal Amount, the Class A-5 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on such Business Day and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth

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Business Day after the occurrence of such failure shall be excluded from this clause (b);

by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand Note Demand; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class B Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y) the Class A Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of:

(A)          the excess of the amount that Hertz failed to pay under the Series 2005-1 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(B)           the Class A Non-Ford Letter of Credit Amount on such Business Day; and

(C)           on any Business Day:

(i)            other than the Business Day immediately preceding a Legal Final Payment Date, the excess of the Principal Deficit Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(ii)           on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to

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all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)          on the Business Day immediately preceding the Four-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iii) or to be made in

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respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

(iv)          on the Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-4 Principal Amount, the Class A-5 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-1 Lease Interest Payment Deficit (other than any Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand Note Demand; provided, however that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-1 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class A Available Non-Ford Cash

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Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class A Non-Ford Cash Collateral Account and any draw on the Class B Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class B Non-Ford Cash Collateral Account, into the Series 2005-1 Collection Account and such proceeds shall be treated as Principal Collections for the Related Month.

Section 2.13.  Class B Reserve Account.

(a)           Establishment of Class B Reserve Account.  On or prior to the first Series 2005-1 Class B Notes Closing Date, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider an account (the “Class B Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Reserve Account shall be an Eligible Deposit Account.  If the Class B Reserve Account is at any time following such initial Series 2005-1 Class B Notes Closing Date no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Reserve Account is no longer an Eligible Deposit Account, establish a new Class B Reserve Account that is an Eligible Deposit Account.  If a new Class B Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Reserve Account into the new Class B Reserve Account.  Initially, the Class B Reserve Account will be established with the Trustee.

(b)           Administration of the Class B Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class B Reserve Account to invest funds on deposit in the Class B Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Reserve Account), unless any Permitted Investment held in the Class B Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class B Reserve Account shall remain uninvested.

(c)           Earnings from Class B Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class B Reserve Account shall be deemed to be on deposit therein and available for distribution.

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(d)           Class B Reserve Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Reserve Account Collateral”).

(e)           Class B Reserve Account Surplus.  In the event that the Class B Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account an amount equal to the Class B Reserve Account Surplus and (i) pay to Ford, the lesser of (x) such Class B Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, (A) pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class B Reserve Account Surplus over the amounts paid pursuant to clause (i) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-1 Interest Rate Hedge and (B) pay to HVF any portion of such Class B Reserve Account Surplus remaining after any required payments pursuant to clauses (i) and (ii)(A) above.

(f)            Termination of Class B Reserve Account.  On or after the date on which the Class B Notes are fully paid, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-1 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, all remaining amounts on deposit therein for payment to HVF.

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Section 2.14.  Class B Letters of Credit and Class B Cash Collateral Account.

(a)           (I) Class B Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Ford Cash Collateral Account Collateral”).

(II)           Class B Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Non-Ford Cash Collateral Account Collateral”).

(b)           Class B Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding the amount

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available to be drawn under such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class B Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount, (iii) the Class B Liquidity Amount would be equal to or greater than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-1 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity Amount would be less than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-1 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-1 Demand Note Payment Amount over the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount,

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excluding such Class B Non-Ford Letter of Credit but taking into account each substitute Class B Non-Ford Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date and (y) the amount available to be drawn on such expiring Class B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the applicable Class B Cash Collateral Account.

(c)           Class B Letter of Credit Providers.  The Administrator shall notify the Trustee and Fitch in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class B Letter of Credit Provider, a “Class B Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class B Downgrade Event with respect to any Class B Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-1 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount over the Class B Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class B Non-Ford Letter of Credit on such date.  Upon receipt of such

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notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class B Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursement to be deposited in a Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.

(d)           Class B Preference Amount Demands on the Class B Letters of Credit.  If a Class B Noteholder notifies the Trustee in writing that a Class B Preference Amount is due and owing, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class B Preference Amount and (ii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Preference Payment Demand and shall cause the Class B LOC Preference Payment Disbursements to be paid to the Class B Noteholders; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class B Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class B Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee.  Prior to any draw on the Class B Non-Ford Letters of Credit or withdrawal from the Class B Non-Ford Cash Collateral Account pursuant to this Section 2.14(d), the Trustee shall have received a certified copy of the order requiring the return of such Class B Preference Amount.

(e)           (I) Reductions in Stated Amounts of the Class B Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-3-1, requesting a reduction in the stated amount of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Ford Letter of Credit Provider who issued such Class B Ford Letter of Credit with a copy to Ford a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-3-2,

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requesting the replacement of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class B Ford Letter of Credit having a stated amount equal to the available amount of the Class B Ford Letter of Credit being replaced issued by a Class B Eligible Ford Letter of Credit Provider deliver to the Class B Letter of Credit Provider who issued the Class B Ford Letter of Credit being replaced a written notice in the form provided in such Class B Ford Letter of Credit confirming cancellation of such Class B Ford Letter of Credit and shall deliver such cancelled Class B Ford Letter of Credit to such Class B Letter of Credit Provider as soon as practicable.

(II)           Reductions in Stated Amounts of the Class B Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-4, requesting a reduction in the stated amount of any Class B Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Non-Ford Letter of Credit Provider who issued such Class B Non-Ford Letter of Credit a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount and (iv) the Class B Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-1 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount.

(f)            (I) Draws on the Class B Ford Letters of Credit.  If there is more than one Class B Ford Letter of Credit on the date of any draw on the Class B Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.14(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Ford Letter of Credit Provider issuing such Class B Ford Letter of Credit of the amount of such draw on the Class B Ford Letters of Credit.

(II)  Draws on the Class B Non-Ford Letters of Credit.  If there is more than one Class B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.14(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.

(g)           (I) Establishment of Class B Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Ford Letter of Credit pursuant to Section 2.14(b)

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or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Ford Cash Collateral Account into the new Class B Ford Cash Collateral Account.

(II)  Establishment of Class B Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Non-Ford Letter of Credit pursuant to Section 2.14(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Non-Ford Cash Collateral Account into the new Class B Non-Ford Cash Collateral Account.

(h)           Administration of the Class B Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class B Cash Collateral Account to invest funds on deposit in a Class B Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class B Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Cash Collateral Account), unless any Permitted Investment held in the Class B Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of

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such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class B Cash Collateral Account shall remain uninvested.

(i)            Earnings from Class B Cash Collateral Account.  All Class B Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)            Class B Cash Collateral Account Surplus.  (X) In the event that the Class B Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 2.14(j)(X), withdraw the amount specified by the Administrator from the Class B Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.14(j)(X).  The amount of any such withdrawal from the Class B Ford Cash Collateral Account shall be limited to the lesser of (a) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class B Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class B Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class B Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the excess, if any, of the Series 2005-1 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date.  Any amounts withdrawn from the Class B Ford Cash Collateral Account pursuant to this Section 2.14(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class B Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class B Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers in respect of the Class B Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class B Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amount.  (Y) Irrespective of whether there is a Class B Cash Collateral Account Surplus, in the event that the Class B Ford Cash Collateral Account has been established pursuant to Section 2.14(g)(I) of this Series Supplement, the proceeds of one or more Class B LOC Termination Disbursements have been deposited therein pursuant to Section 2.14(b) or Section 2.14(c) of this Series Supplement and Ford delivers to the Trustee a Class B Ford Letter of Credit from a Class B

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Eligible Ford Letter of Credit Provider, the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class B Ford Cash Collateral Account an amount equal to the stated amount of such Class B Ford Letter of Credit and pay such amount to Ford.

(k)           Termination of Class B Cash Collateral Account.  On the earlier of the termination of this Series Supplement in accordance with Section 6.13 and the Five-Year Notes Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class B LOC Termination Disbursements deposited into the Class B Ford Cash Collateral Account pursuant to Section 2.14(b) or Section 2.14(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 2.3(e)(II)(Y) or Section 2.5(b)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class B Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class B Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-1 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class B Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class B Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.14(d) above) and shall pay such amounts, first, to Ford, to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, pro rata to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class B Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.15.  Subordination of Class B Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class B Notes will be subordinate in all respects to the Class A Notes.  No payments on account of interest or principal with respect to the Class B Notes shall be made on any Payment Date until all payments of interest and principal then due and payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all

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interest accrued on such accrued interest, all Class A Deficiency Amounts and all Class A Controlled Distribution Amounts) have been paid in full and all Insurer Fees and Insurer Reimbursement Amounts due on such Payment Date have been paid in full.

The Class B Noteholders shall not be entitled to receive the benefit of amounts (i) available under any Class A Letter of Credit, (ii) on deposit in a Class A Cash Collateral Account and (iii) on deposit in the Class A Reserve Account, in each case until the Class A Notes have been paid in full.

Section 2.16.  Reimbursement Obligation.  (A)  HVF agrees to pay to Ford in accordance with, and solely to the extent of funds available therefore under, the Indenture:

(i)            on and after each date on which a Series 2005-1 Ford Letter of Credit Provider shall pay any Ford LOC Disbursement under a Series 2005-1 Ford Letter of Credit, an amount equal to such Ford LOC Disbursement;

(ii)           on and after each date on which any amount is withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 2.3(e)(I)(Y) or Section 2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal; and

(iii)          on and after each date on which any amount is withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 2.3(e)(II)(Y) or Section 2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal.

(B) Notwithstanding the foregoing, prior to the earlier of (i) the Five-Year Notes Legal Final Payment Date and (ii) the termination of this Series Supplement in accordance with Section 6.13 of this Series Supplement, any amount payable by HVF to Ford pursuant to Section 2.16(A)(ii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class A Ford Cash Collateral Account and any amount payable by HVF to Ford pursuant to Section 2.16(A)(iii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class B Ford Cash Collateral Account.

(C) HVF agrees that Ford shall be deemed a “Secured Party” under the Base Indenture and the Related Documents to the extent of Ford Reimbursement Obligations payable by HVF to Ford.  Ford Reimbursement Obligations shall be absolute, unconditional and irrevocable, and shall be paid under all circumstances, including, without limitation, the following circumstances:

(i)            any lack of validity or enforceability of this Series Supplement, the Indenture, any Related Document or any Series 2005-1 Ford Letter of Credit;

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(ii)           the existence of any claim, set-off, defense or other right which HVF may have at any time against Ford, the Trustee or any other beneficiary or any transferee of any Series 2005-1 Ford Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), whether in connection with this Series Supplement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(iii)          any statement or any other document presented under any Series 2005-1 Ford Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)          any statement or any other document presented under any Series 2005-1 Ford Letter of Credit proving to be insufficient in any respect;

(v)           payment by a Series 2005-1 Ford Letter of Credit Provider under a Series 2005-1 Ford Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Series 2005-1 Ford Letter of Credit;

(vi)          any non-application or misapplication by the Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the Class A Ford Cash Collateral Account or the Class Ford B Cash Collateral Account; or

(vii)  any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, HVF.

Section 2.17.  Series 2005-1 Closing Account

(a)           Establishment of Series 2005-1 Closing Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-1 Noteholders, the Series 2005-1 Interest Rate Hedge Provider, the Insurer and Ford an account (the “Series 2005-1 Closing Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-1 Noteholders, the Series 2005-1 Interest Rate Hedge Provider and Ford.  The Series 2005-1 Closing Account shall be an Eligible Deposit Account.  Initially, the Series 2005-1 Closing Account will be established with Deutsche Bank Trust Company Americas.

(b)           Administration of the Series 2005-1 Closing Account.  Funds on deposit in the Series 2005-1 Closing Account shall remain uninvested.

(c)           Series 2005-1 Closing Account Constitutes Additional Collateral for Series 2005-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-1 Notes, HVF hereby grants a

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security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-1 Noteholders, the Insurer, the Series 2005-1 Interest Rate Hedge Provider and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-1 Closing Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-1 Closing Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-1 Closing Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-1 Closing Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-1 Closing Account Collateral”).

(d)           Termination of Series 2005-1 Closing Account.  On or after the date on which the DTC Closing occurs, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Series 2005-1 Closing Account all remaining amounts on deposit therein for payment to HVF or to such other account as may be specified in such written instruction and signed by the Administrator and by HVF.

ARTICLE III

AMORTIZATION EVENTS

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2005-1 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2005-1 Notes:

(a)           HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2005-1 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(b)           HVF defaults in the payment of any principal of the Series 2005-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)           a Class Enhancement Deficiency shall occur and continue for at least three (3) Business Days;

(d)           a Class Liquidity Deficiency shall occur and continue for at least three (3) Business Days;

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(e)           (i) all principal of and interest on the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, (ii) all principal of and interest on the Class A-2 Notes, the Class A-3 Notes, the Class B-3 Notes and the Class B-4 Notes is not paid in full on or before the Four-Year Notes Expected Final Payment Date or (iii) all principal of and interest on the Class A-4 Notes, the Class A-5 Notes, the Class B-5 Notes and the Class B-6 Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;

(f)            the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2005-1 Required Asset Amount for at least three (3) Business Days;

(g)           the Insured Principal Deficit Amount shall be greater than zero;

(h)           the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2005-1 Excess Collection Account or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Class Enhancement Amount or the Class Liquidity Amount, to the extent applicable;

(i)            the Trustee shall make a demand for payment under the Insurance Policy;

(j)            the occurrence of an Event of Bankruptcy with respect to the Insurer;

(k)           the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy;

(l)            the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2005-1 Collateral (other than the Initial Hertz Vehicles and the Service Vehicles) or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

(m)          the occurrence of a Servicer Event of Default;

(n)           HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2005-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2005-1 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2005-1 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date

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on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-1 Notes; or

(o)           any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2005-1 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-1 Notes.

In the case of

(i)            any event described in clauses (a) through (l) above, an Amortization Event with respect to the Series 2005-1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2005-1 Noteholder or

(ii)           any event described in clauses (m) through (o) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2005-1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2005-1 Notes has occurred as of the date of the notice.

Amortization Events with respect to the Series 2005-1 Notes described in clauses (j) and (k) above will not be subject to waiver.  An Amortization Event with respect to the Series 2005-1 Notes described in clauses (a) through (i) and clauses (l) through (o) above will be subject to waiver in accordance with Section 9.4 of the Base Indenture.

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2005-1 Notes described in clause (l) above shall be curable at any time.

ARTICLE IV

RESERVED

ARTICLE V

FORM OF SERIES 2005-1 NOTES

Section 5.1.  Initial Issuance of Series 2005-1 Notes.  The Class A Notes are being offered and sold by HVF pursuant to the Class A Purchase Agreement.  The Class B Notes may be offered and sold on any Series 2005-1 Class B Notes Closing Date by HVF pursuant to a Class B Purchase Agreement.  The Series 2005-1 Notes will be

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resold initially only (A) to qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Series 2005-1 Notes may thereafter be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Series 2005-1 Notes will initially be issued in the form of Definitive Notes without interest coupons and may be transferred or exchanged for other Series 2005-1 Notes in the form of Book-Entry Notes or in the form of Definitive Notes, as provided in Annex B hereto.  DTC will be the Depository for any Series 2005-1 Notes which are in the form of Book-Entry Notes.  The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Series 2005-1 Notes which are in the form of Book-Entry Notes.

Section 5.2.  Restricted Notes.

(a)           Restricted Certificated Notes.  On the Series 2005-1 Closing Date, the Series 2005-1 Notes will be initially issued to the Initial Purchasers in the form of Definitive Notes in fully registered form without interest coupon, substantially in the form set forth in Exhibits A-1-1-C, A-2-1-C, A-3-1-C, A-4-1-C and A-5-1-C, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Series Supplement (the “Restricted Certificated Notes”).  The Restricted Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Restricted Certificated Notes, as evidenced by their execution of the Restricted Certificated Notes.  The Restricted Certificated Notes may be produced in any manner, all as determined by the officers executing such Restricted Certificated Notes, as evidenced by their execution of such Restricted Certificated Notes.  Prior to the DTC Closing Availability, the aggregate initial principal amount of the Restricted Certificated Note may from time to time be increased or decreased by the issuance of replacement Restricted Certificated Notes, in connection with an exchange or transfer of a Restricted Certificated Note, as provided in Annex B hereto.  Upon the occurrence of the DTC Closing Availability, all Restricted Certificated Notes shall immediately without any [notice or other] action on the part of any Noteholder be exchanged or transferred for Series 2005-1 Notes in the form of one or more Restricted Global Notes or Regulation S Global Notes in accordance with Annex B hereto.

(b)           Restricted Global Notes.  Each Class of Series 2005-1 Notes may be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-1-1, A-2-1, A-3-1, A-4-1, A-5-1, A-6-1, A-7-1, A-8-1, A-9-1, A-10-1 and A-11-1 respectively, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by

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adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

Section 5.3.  Regulation S Notes.

(a)           Regulation S Certificated Notes and Unrestricted Certificated Notes.  Prior to the DTC Closing Availability, each Class of the Series 2005-1 Notes offered and sold in reliance upon Regulation S may be issued in the form of one or more definitive Notes in fully registered form without interest coupons, substantially in the form set forth in Exhibits A-1-2-C, A-2-2-C, A-3-2-C, A-4-2-C and A-5-2-C, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Series Supplement.  Until such time as the Restricted Period shall have terminated, such Series 2005-1 Notes shall be referred to herein collectively as the “Regulation S Certificated Notes”.  The Regulation S Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Regulation S Certificated Notes, as evidenced by their execution of the Regulation S Certificated Notes.  The Regulation S Certificated Notes may be produced in any manner, all as determined by the officers executing such Regulation S Certificated Notes, as evidenced by their execution of such Regulation S Certificated Notes.  After such time as the Restricted Period shall have terminated with respect to any Series 2005-1 Note, such Series 2005-1 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent certificated notes in fully registered form without interest coupons, substantially in the forms set forth in Exhibits A-1-3-C, A-2-3-C, A-3-3-C, A-4-3-C and A-5-3-C as hereinafter provided (collectively, the “Unrestricted Certificated Notes”, and together with the Regulation S Certificated Notes and the Restricted Certificated Notes, the “Certificated Notes”).  The Unrestricted Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Unrestricted Certificated Notes, as evidenced by their execution of the Unrestricted Certificated Notes.  The Unrestricted Certificated Notes may be produced in any manner, all as determined by the officers executing such Unrestricted Certificated Notes, as evidenced by their execution of such Unrestricted Certificated Notes.  The aggregate principal amount of the Regulation S Certificated Notes or the Unrestricted Certificated Notes may from time to time be increased or decreased by the issuance of replacement Regulation S Certificated Notes or the Unrestricted Certificated Notes, as applicable, in connection with an exchange or transfer of the Regulation S Certificated Notes or the Unrestricted Certificated Notes, as hereinafter provided.

(b)           Regulation S Global Notes and Unrestricted Global Notes.  Each Class of the Series 2005-1 Notes offered and sold in reliance upon Regulation S may be issued in the form of one or more global notes in fully registered form, without coupons,

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substantially in the forms set forth in Exhibits A-1-2, A-2-2, A-3-2, A-4-2 and A-5-2, and any Class B Notes offered and sold on a Series 2005-1 Class B Notes Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-6-2, A-7-2, A-8-2, A-9-2, A-10-2 and A-11-2, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated, such Series 2005-1 Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated with respect to any Series 2005-1 Note, such Series 2005-1 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth in Exhibits A-1-3, A-2-3, A-3-3, A-4-3, A-5-3, A-6-3, A-7-3, A-8-3, A-9-3, A-10-3 and A-11-3 as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

Section 5.4.  Transfer Restrictions.

(a)           A Series 2005-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 5.4(a) shall not prohibit any transfer of a Series 2005-1 Note that is issued in exchange for a Series 2005-1 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2005-1 Global Note effected in accordance with the other provisions of this Section 5.4.

(b)           The transfer by a Series 2005-1 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)           If a Series 2005-1 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the

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Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-1 given by the Series 2005-1 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)           If a Series 2005-1 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(d).  Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-2 given by the Series 2005-1 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the

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Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)           If a Series 2005-1 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-3 given by such Series 2005-1 Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)            In the event that a Series 2005-1 Global Note or any portion thereof is exchanged for Series 2005-1 Notes other than Series 2005-1 Global Notes, such other Series 2005-1 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2005-1 Notes that are not Series 2005-1 Global Notes or for a beneficial interest in a Series 2005-1 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 5.4(a) through Section 5.4(e) and Section 5.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2005-1 Global Note comply with Rule 144A or Regulation S under

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the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

(g)           Until the termination of the Restricted Period with respect to any Series 2005-1 Note, interests in the Regulation S Global Notes representing such Series 2005-1 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 5.4(g) shall not prohibit any transfer in accordance with Section 5.4(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)           The Series 2005-1 Notes shall bear the following legends to the extent indicated:

(i)            The Restricted Global Notes and the Restricted Certificated Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii)           The Regulation S Global Notes and the Regulation S Certificated Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR

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OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii)          The Series 2005-1 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

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(iv)          The required legends set forth above shall not be removed from the applicable Series 2005-1 Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2005-1 Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Series 2005-1 Note or Series 2005-1 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Series 2005-1 Note as provided above, no other Series 2005-1 Note issued in exchange for all or any part of such Series 2005-1 Note shall bear such legend, unless HVF has reasonable cause to believe that such other Series 2005-1 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

(i)            HVF shall take all actions that are required, necessary or desirable to cause the DTC Closing Availability to occur as soon as practicable unless otherwise directed by the Series 2005-1 Noteholders.

ARTICLE VI

GENERAL

Section 6.1.  Optional Redemption of Series 2005-1 Notes.  (a) HVF may, at its option, redeem any Class of Series 2005-1 Notes as a whole on any Payment Date on which the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal Amount, the Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3 Principal Amount, the Class B-4 Principal Amount, the Class B-5 Principal Amount or the Class B-6 Principal Amount, as the case may be, is equal to or less than 10% of the Initial Class A-1 Principal Amount, the Initial Class A-2 Principal Amount, the Initial Class A-3 Principal Amount, the Initial Class A-4 Principal Amount, the Initial Class A-5 Principal Amount, the Initial Class B-1 Principal Amount, the Initial Class B-2 Principal Amount, the Initial Class B-3 Principal Amount, the Initial Class B-4 Principal Amount, the Initial Class B-5 Principal Amount or the Initial Class B-6 Principal Amount, as the case may be, with funds deposited in the Series 2005-1 Distribution Account pursuant to Section 2.2 of this Series Supplement, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon; provided, however, as a condition precedent to any redemption, HVF shall pay to the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts due and payable, to each Interest Rate Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider under its related Series 2005-1 Interest Rate Hedge and to Ford, all unpaid Ford Reimbursement Obligations.

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(b)           If HVF elects to redeem any Class of the Series 2005-1 Notes pursuant to the provisions of Section 6.1(a), it shall notify the Trustee in writing at least 30 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the Series 2005-1 Notes subject to redemption and (iii) the principal amount of the Series 2005-1 Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Series 2005-1 Noteholders of the Series 2005-1 Notes to be redeemed.  Such notice shall be given not less than ten (10) days prior to the intended date of redemption.

Section 6.2.  Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2005-1 Notes, substantially in the form of Exhibit G, setting forth, inter alia, the following information:

(i)            the total amount available to be distributed to Series 2005-1 Noteholders on such Payment Date;

(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2005-1 Notes;

(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2005-1 Notes;

(iv)          the Class A-1 Carryover Controlled Amortization Amount, the Class A-2 Carryover Controlled Amortization Amount, the Class A-3 Carryover Controlled Amortization Amount, the Class A-4 Carryover Controlled Amortization Amount, the Class A-5 Carryover Controlled Amortization Amount,  the Class B-1 Carryover Controlled Amortization Amount, the Class B-2 Carryover Controlled Amortization Amount, the Class B-3 Carryover Controlled Amortization Amount, the Class B-4 Carryover Controlled Amortization Amount, the Class B-5 Carryover Controlled Amortization Amount or the Class B-6 Carryover Controlled Amortization Amount, in each case if any, for the Related Month;

(v)           the Series 2005-1 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(vi)          the Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B Liquidity Amount and the Class B Adjusted

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Liquidity Amount, in each case, if any, as of the close of business on the last day of the Related Month;

(vii)         whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

(viii)        whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(ix)           whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2005-1 Notes has occurred;

(x)            the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(xi)           the Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle Percentage Excess, the Mazda Vehicle Percentage Excess and the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess as of the close of business on the last day of the Related Month;

(xii)          the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xiii)         the Class A Required Non-Eligible Vehicle Enhancement Percentage as of the close of business on the last day of the Related Month and the Non-Program Vehicle Measurement Month Average, if any, included in the calculation of such Class A Required Non-Eligible Vehicle Enhancement Percentage;

(xiv)        the Class A Required Enhancement Incremental Amount and the Class B Required Enhancement Incremental Amount, if any, as of the close of business on the last day of the Related Month;

(xv)         the Class A Required Liquidity Amount and the Class B Required Liquidity Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class Liquidity Deficiency with respect to any Class of Series 2005-1 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvi)        the Class A Required Enhancement Amount and the Class B Required Enhancement Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class Enhancement Deficiency with

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respect to any Class of Series 2005-1 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvii)       the Class A Required Overcollateralization Amount, the Class A Overcollateralization Amount, the Class B Required Overcollateralization Amount and the Class B Overcollateralization Amount, in each case, if any as of the close of business on the last day of the Related Month;

(xviii)      the Class A Required Reserve Account Amount, the Class A Available Reserve Account Amount, the Class B Required Reserve Account Amount and the Class B Available Reserve Account Amount, in each case, if any, as of the close of business on the last day of the Related Month;

(xix)         the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xx)          the percentage of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

(xxi)         the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Non-Program Vehicles manufactured by such Manufacturer;

(xxii)        the Class A Principal Amount with respect to each Class of Class A Notes as of such Payment Date and the Class B Principal Amount with respect to each Class of Class B Notes as of such Payment Date; and

(xxiii)       such other items as may be specified in a Class B Notes Term Sheet.

The Trustee shall provide to the Series 2005-1 Noteholders, or their designated agent, the Insurer and each Interest Rate Hedge Provider copies of each Monthly Noteholders’ Statement.

Section 6.3.  Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1-1: Form of Restricted Global Class A-1 Note
Exhibit A-1-1-C: Form of Restricted Certificated Class A-1 Note
Exhibit A-1-2: Form of Regulation S Global Class A-1 Note
Exhibit A-1-2-C: Form of Regulation S Certificated Class A-1 Note
Exhibit A-1-3: Form of Unrestricted Global Class A-1 Note
Exhibit A-1-3-C: Form of Unrestricted Certificated Class A-1 Note

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Exhibit A-2-1: Form of Restricted Global Class A-2 Note
Exhibit A-2-1-C: Form of Restricted Certificated Class A-2 Note
Exhibit A-2-2: Form of Regulation S Global Class A-2 Note
Exhibit A-2-2-C: Form of Regulation S Certificated Class A-2 Note
Exhibit A-2-3: Form of Unrestricted Global Class A-2 Note
Exhibit A-2-3-C: Form of Unrestricted Certificated Class A-2 Note
Exhibit A-3-1: Form of Restricted Global Class A-3 Note
Exhibit A-3-1-C: Form of Restricted Certificated Class A-3 Note
Exhibit A-3-2: Form of Regulation S Global Class A-3 Note
Exhibit A-3-2-C: Form of Regulation S Certificated Class A-3 Note
Exhibit A-3-3: Form of Unrestricted Global Class A-3 Note
Exhibit A-3-3-C: Form of Unrestricted Certificated Class A-3 Note
Exhibit A-4-1: Form of Restricted Global Class A-4 Note
Exhibit A-4-1-C: Form of Restricted Certificated Class A-4 Note
Exhibit A-4-2: Form of Regulation S Global Class A-4 Note
Exhibit A-4-2-C: Form of Regulation S Certificated Class A-4 Note
Exhibit A-4-3: Form of Unrestricted Global Class A-4 Note
Exhibit A-4-3-C: Form of Unrestricted Certificated Class A-4 Note
Exhibit A-5-1: Form of Restricted Global Class A-5 Note
Exhibit A-5-1-C: Form of Restricted Certificated Class A-5 Note
Exhibit A-5-2: Form of Regulation S Global Class A-5 Note
Exhibit A-5-2-C: Form of Regulation S Certificated Class A-5 Note
Exhibit A-5-3: Form of Unrestricted Global Class A-5 Note
Exhibit A-5-3-C: Form of Unrestricted Certificated Class A-5 Note
Exhibit A-6-1: Form of Restricted Global Class B-1 Note
Exhibit A-6-2: Form of Regulation S Global Class B-1 Note
Exhibit A-6-3: Form of Unrestricted Global Class B-1 Note
Exhibit A-7-1: Form of Restricted Global Class B-2 Note
Exhibit A-7-2: Form of Regulation S Global Class B-2 Note
Exhibit A-7-3: Form of Unrestricted Global Class B-2 Note
Exhibit A-8-1: Form of Restricted Global Class B-3 Note
Exhibit A-8-2: Form of Regulation S Global Class B-3 Note
Exhibit A-8-3: Form of Unrestricted Global Class B-3 Note
Exhibit A-9-1: Form of Restricted Global Class B-4 Note
Exhibit A-9-2: Form of Regulation S Global Class B-4 Note
Exhibit A-9-3: Form of Unrestricted Global Class B-4 Note
Exhibit A-10-1: Form of Restricted Global Class B-5 Note
Exhibit A-10-2: Form of Regulation S Global Class B-5 Note
Exhibit A-10-3: Form of Unrestricted Global Class B-5 Note
Exhibit A-11-1: Form of Restricted Global Class B-6 Note
Exhibit A-11-2: Form of Regulation S Global Class B-6 Note
Exhibit A-11-3: Form of Unrestricted Global Class B-6 Note
Exhibit B-1-1: Form of Class A Letter of Credit
Exhibit B-1-2: Form of Class A Ford Letter of Credit
Exhibit B-2-1: Form of Class B Letter of Credit

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Exhibit B-2-2:	Form of Class B Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Class A Ford Letter of Credit Reduction Notice
Exhibit D-1-2:	Form of Class A Ford Letter of Credit Termination Notice
Exhibit D-2:	Form of Class A Non-Ford Letter of Credit Reduction Notice
Exhibit D-3-1:	Form of Class B Ford Letter of Credit Reduction Notice
Exhibit D-3-2:	Form of Class B Ford Letter of Credit Termination Notice
Exhibit D-4:	Form of Class B Non-Ford Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2005-1 Demand Note
Exhibit I:	Form of Transfer Certificate for Certificated Notes

Section 6.4.  Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 6.5.  Notice to Insurer, Rating Agencies, Interest Rate Hedge Provider and Ford.  The Trustee shall provide to the Insurer, each Rating Agency and each Interest Rate Hedge Provider a copy of each notice to the Series 2005-1 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.  Each such Opinion of Counsel to be delivered to the Insurer shall be addressed to the Insurer, shall be from counsel reasonably acceptable to the Insurer and shall be in form and substance reasonably acceptable to the Insurer.  The Trustee shall provide notice to each Rating Agency of any consent by the Insurer to the waiver of the occurrence of any Series 2005-1 Limited Liquidation Event of Default.  In addition, only for so long as the Ford LOC Exposure Amount is greater than zero, the Trustee shall provide to Ford a copy of each report, notice and other information provided to the Series 2005-1 Noteholders pursuant to this Series Supplement or any other Related Document.  All such notices, opinions, certificates or other items to be delivered to the Insurer shall be forwarded to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management – Structured Finance (IPM-SF) (Hertz Vehicle Financing LLC Series 2005-1 Rental Car Asset Backed Notes Policy No. 47437), Facsimile No.: (914) 765-3810, Confirmation No.: (914) 765-3781.  All such notices, opinions, certificates or other items to be delivered to the Interest Rate Hedge Provider shall be forwarded to the address specified for notices in the Series 2005-1 Interest Rate Hedge.  All such notices, opinions, certificates or other items to be delivered to Ford shall be forwarded to Ford Motor Company, 1 American Road, Dearborn, MI 48126 Attention: Director – Global Banking, Facsimile No.: (313) 594-0110.

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Section 6.6.  Insurer Deemed Class A Noteholder and Secured Party.  Except for any period during which an Insurer Default is continuing, the Insurer shall be deemed to be the holder of 100% of the Class A Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, declarations, notices and/or taking any other action pursuant to the Base Indenture, this Series Supplement and the other Related Documents.  Any reference in the Base Indenture or the Related Documents to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Class A Notes, to refer to the rights or interests of the Insurer.  In addition, the Insurer shall constitute an “Enhancement Provider” with respect to the Series 2005-1 Notes for all purposes under the Base Indenture, the other Related Documents and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2005-1 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, the Insurer shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to the Insurer pursuant to this Series Supplement.  Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for, the benefit of the Class A Noteholders, the Insurer shall be deemed to be the Class A Noteholders with respect to 100% of the Series 2005-1 Notes for such purposes.  In addition, all provisions of this Series Supplement (i) requiring the consent (written or otherwise), approval, advice or satisfaction of the Insurer, (ii) requiring notice to be provided to the Insurer, (iii) requiring any other action or involvement on the part of the Insurer, (iv) granting to the Insurer any rights or remedies, (v) taking into consideration the interests of the Insurer, or the effect of any event or action on the Insurer or (vi) permitting the Insurer to take any actions, in each case shall no longer have any effect at any time after the Class A Notes have been paid in full and the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement.

Section 6.7.  Third Party Beneficiary.  Each of the Insurer, Ford, in its capacity as accountholder of a Series 2005-1 Ford Letter of Credit, and each Interest Rate Hedge Provider is an express third party beneficiary of (i) the Base Indenture to the extent of provisions relating to any Enhancement Provider, in the case of the Insurer and the Series 2005-1 Interest Rate Hedge Provider, or to the extent of the provisions relating to Ford, in the case of Ford and (ii) this Series Supplement.

Section 6.8.  Prior Notice by Trustee to Insurer.  Subject to Section 10.1 of the Base Indenture, except for any period during which an Insurer Default is continuing, the Trustee agrees that so long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes, other than the Series 2005-1 Notes, it shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-1 Notes (except those set forth in clauses (j) and (k) of Article III of this Series Supplement) until after the Trustee has given prior written notice thereof to the Insurer and obtained the direction of the Insurer, so long as the Insurer, through operation of Section 6.6 of this Series Supplement,

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constitutes the Required Noteholders of the Series 2005-1 Notes.  The Trustee agrees to notify the Insurer promptly following any exercise of rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-1 Notes.

Section 6.9.  Subrogation.  In furtherance of and not in limitation of the Insurer’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent of any payment made by the Insurer under the Insurance Policy with respect to interest on or principal of the Series 2005-1 Notes, the Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment to the rights of the Series 2005-1 Noteholders under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as the Insurer may reasonably request to evidence such subrogation.

Furthermore, in furtherance of and not in limitation of Ford’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent that Ford LOC Disbursements or amounts on deposit in the Class A Ford Cash Collateral Account or Class B Ford Cash Collateral Account are applied to pay interest on or principal of the Series 2005-1 Notes and Ford has reimbursed the applicable Series 2005-1 Letter of Credit Providers for such Ford LOC Disbursements or such amounts deposited in the Class A Ford Cash Collateral Account or the Class B Ford Cash Collateral Account, Ford is to be fully subrogated to the extent of such payment under the Indenture; provided such rights shall be subordinated in all respects to the rights of subrogation of the Insurer set forth in the preceding paragraph and to the rights of the Noteholders to the payment in full of all amounts owing to them under the Indenture. Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as Ford may reasonably request to evidence such subrogation.

Section 6.10.  Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 6.11.  Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section 6.12.  Amendments.  This Series Supplement and any Class B Notes Term Sheet may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided,  that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2005-1 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2005-1 Notes is required for a proposed amendment or modification of this Series Supplement that does not affect in any material respect one or more Classes of the Series 2005-1 Notes (as evidenced by an Officer’s

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Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2005-1 Noteholders representing more than 50% of the aggregate outstanding principal amount of the Classes of the Series 2005-1 Notes affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2005-1 Noteholders holding the Classes of the Series 2005-1 Notes not affected by such amendment or modification); provided, further, that for so long as any Class B Notes are outstanding, any amendment to any of the Related Documents that (i) pursuant to the terms of the Base Indenture would require the consent of the Required Noteholders with respect to the Series 2005-1 Notes and (ii) would result in a reduction in the amount of Rent payable under the Lease or would otherwise have the effect of reducing the Enhancement available to the Class B Notes shall require the consent of Class B Noteholders holding more than 50% of the Class B Notes.  Any amendment to this Series Supplement that adversely affects in any material respect the interests of an Interest Rate Hedge Provider shall require the prior written consent of such Interest Rate Hedge Provider.  For so long as the Ford LOC Exposure Amount is greater than zero, any amendment to any provision of this Series Supplement shall be subject to Section 6.17 of this Series Supplement.  Furthermore, for so long as any Class A Notes are Outstanding, any amendment, waiver or other modification pursuant to Section 12.2(iii) of the Base Indenture shall require the prior written consent of the Insurer, such consent not to be unreasonably withheld or delayed.

Section 6.13.  Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2005-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2005-1 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, (iii) the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement, (iv) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-1 Interest Rate Hedge, (v) Ford has been paid all amounts payable to it hereunder and no amounts are required hereby to be retained in any Series Account with respect to the Series 2005-1 Notes and (vi) the Series 2005-1 Demand Note Payment Amount is equal to zero or the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount are each equal to zero.

Section 6.14.  Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 6.13 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2005-1 Notes without the consent of the Required Noteholders with respect to the Series 2005-1 Notes.

Section 6.15.  Effect of Payment by Insurer.  Anything in this Series Supplement to the contrary notwithstanding, any payments of principal of or interest on the Class A Notes that is made with moneys received pursuant to the terms of the Insurance Policy shall not (except for the purpose of calculating the Class A-1

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Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, and the Class A-5 Outstanding Principal Amount be considered payment of the Class A Notes by HVF.  The Trustee acknowledges that, without the need for any further action on the part of the Insurer, (i) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on, the Class A Notes to the Trustee for the benefit of the Class A Noteholders or to the Class A Noteholders (including any Preference Amounts as defined in the Insurance Policy), the Insurer will be fully subrogated to the rights of such Class A Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Class A Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Class A Noteholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided in this Series Supplement for payment of such principal and interest and, in each case, only after the Class A Noteholders have received all payments of principal and interest due to them under this Series Supplement on the related Payment Date.

Section 6.16.  Interest Rate Hedge Provider Deemed Secured Party.  Each Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-1 Notes for all purposes under the Base Indenture, the other Related Documents and each Series 2005-1 Interest Rate Hedge shall constitute an “Enhancement Agreement” with respect to the Series 2005-1 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to such Interest Rate Hedge Provider under its Series 2005-1 Interest Rate Hedge and pursuant to this Series Supplement.

Section 6.17.  Ford Covenants.  HVF hereby covenants and agrees with Ford that, only for so long as the Ford LOC Exposure Amount is greater than zero:

(a)           Distributions to HVF.  No amounts will be distributed to HVF pursuant to any provision of the Indenture if, after giving effect to that distribution, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

(b)           Inspection of Property, Books and Records.  It will permit representatives of Ford to visit and inspect any of its properties and to examine any of its books and records, and to discuss its affairs, finances and accounts with the Servicer and its officers, directors, employees and independent public accountants all at such reasonable times and on reasonable notice and as often as may reasonably be requested (but, prior to the occurrence of a Potential Amortization Event or an Amortization Event, not more than twice in any year).

(c)           Other Series Supplements.  Each Series Supplement will provide for the payment of Ford Reimbursement Obligations prior to any distribution or other release of funds to HVF thereunder and prior to any payment of any termination

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payments under Swap Agreements; provided, however, that on or prior to January 6, 2006, the Series 2002-1 Supplement, dated as of September 18, 2002, by and between HVF and the Trustee, as amended, supplemented or otherwise modified from time to time, will not be required to provide for any payment of Ford Reimbursement Obligations.

(d)           No Amendments.  It will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed), (i) extend or otherwise modify the Three-Year Notes Expected Final Payment Date, the Four-Year Notes Expected Final Payment Date, the Five-Year Notes Expected Final Payment Date, the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, (ii) amend, modify or waive Sections 2.2(d), (e) and (f), 2.3(d) and (e), 2.5(a), (b), and (d), 2.7(e) and (f), 2.8(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 2.12, 2.13(e) and (f), 2.14(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 2.16, 6.5, 6.7, 6.9 6.12, 6.13 and 6.17 of this Series Supplement or any other provision of the Series 2005-1 Supplement providing for drawings on the Series 2005-1 Letters of Credit or withdrawals from the Class A Reserve Account or the Class B Reserve Account or the payment by HVF of Ford Reimbursement Obligations or any terms used in such provisions, (iii) amend, modify or waive the definitions of Fleet Equity Amount, Fleet Equity Condition, or Required Minimum Fleet Equity Amount, or the effect of the use of those terms to prohibit certain payments, (iv) amend, modify or waive any of the provisions of any other Series Supplement providing for the payment by HVF of Ford Reimbursement Obligations, (v) amend, modify or waive the provisions of Sections 5.2(b) or 5.2(d) of the Base Indenture or (vi) amend, modify or waive the Base Indenture, enter into any Series Supplement or amend, modify or waive any Series Supplement in a manner that provides for an invested percentage calculation that is different than that contained in the Series Supplements relating to the Series of Notes being issued on the Series 2005-1 Closing Date.

(e)           Outstanding Letters of Credit.  After the Series 2005-1 Closing Date, it will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed) obtain a Class A Non-Ford Letter of Credit for so long as any Class B Ford Letters of Credit remain outstanding.

Section 6.18.  Issuances of Class B Notes.

(a)           Notwithstanding the inclusion of Class B Notes in this Series Supplement, no Class B Notes will be issued on the Series 2005-1 Closing Date.  Until such time as Class B Notes are issued, all provisions relating to the Class B Notes (other than the provisions of this Section 6.18) contained herein, shall be disregarded.  From time to time on any Distribution Date prior to the Expected Final Payment Date for a Class of Class B Notes, HVF, subject to the conditions set forth in clause (b) below, may issue Class B Notes of such Class.

(b)           Class B Notes may be issued only upon satisfaction of the following conditions:

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(i)            The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series 2005-1 Class B Notes Closing Date requesting that the Trustee authenticate and deliver one or more Classes of Class B Notes specified in such Company Request;

(ii)           The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of one or more Classes of Class B Notes, to be issued pursuant to this Series Supplement, as supplemented by the Class B Notes Term Sheet with respect to such Class or Classes of Class B Notes, by the Trustee and specifying the designation of such Class or Classes of Class B Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such Class or Classes of Class B Notes to be authenticated and the Note Rate with respect to such Class or Classes of Class B Notes;

(iii)          The Trustee shall have received an Officer’s Certificate of HVF dated as of the applicable Series 2005-1 Class B Notes Closing Date to the effect that:

(A)  no Amortization Event, Limited Liquidation Event of Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes,

(B)  no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of Default, Operating Lease Event of Default, Potential Operating Lease Event of Default or Potential Manufacturer Event of Default is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes, and

(C)  all conditions precedent provided in the Base Indenture and this Series Supplement with respect to the authentication and delivery of such Class or Classes of Class B Notes have been satisfied;

(iv)          a Class B Notes Term Sheet, substantially in the form of Annex A hereto, shall have been executed by HVF and the Trustee;

(v)           the Series 2005-1 Rating Agency Condition shall have been satisfied in respect of the issuance of such Class or Classes of Class B Notes;

(vi)          for so long as any Class B Notes are Outstanding, one or more Series 2005-1 Interest Rate Hedges have been acquired from one or more Eligible Interest Rate Hedge Provider in an aggregate initial notional amount

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equal to the aggregate Principal Amount of the Class B Notes issued, each with a strike rate equal to no more than 5.50% or as otherwise agreed by Fitch and each other Rating Agency rating the Class B Notes and that otherwise satisfies Section 2.11 of this Series Supplement;

(vii)         the excess of the principal amount of any of the Class B Notes over their issue price will not exceed the maximum amount permitted under the Code without the creation of an original issue discount,

(viii)        the Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale of the Class A Notes, including without limitation, opinions to the effect that:

(A)  the Class B Notes will be characterized as indebtedness for federal income tax purposes,

(B)  the issuance of the Class B Notes will not affect adversely the United States federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon on Opinion of Counsel) characterized as debt at the time of their issuance and HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes,

(C)  all instruments furnished to the Trustee conform to the requirements of the Base Indenture and this Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the Class B Notes, and all conditions precedent provided for in the Base Indenture and this Series Supplement with respect to the authentication and delivery of the Class B Notes have been complied with,

(D)  the Class B Notes Term Sheet with respect to the Class or Classes of Class B Notes being issued on such Series 2005-1 Class B Notes Closing Date has been duly authorized, executed and delivered by HVF,

(E)  the Class B Notes being issued on such Series 2005-1 Class B Notes Closing Date have been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of the Base Indenture and this Series Supplement, will constitute valid, binding and enforceable obligations of HVF entitled to the benefits of the Base Indenture and this Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity,

167

(F)  each of the Class B Notes Term Sheets with respect to Class B Notes being issued on such Series 2005-1 Class B Notes Closing Date and this Series Supplement, as supplemented thereby, is a legal, valid and binding agreement of HVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(G)  such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

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IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC
By:	/s/ Robert H. Rillings
	Name: Robert H. Rillings
	Title: Vice President & Treasurer
BNY MIDWEST TRUST COMPANY,
as Trustee,
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Assistant Vice President

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ANNEX B

Transfer or Exchange of Certificated Notes

(a)           The Certificated Notes may be transferred or exchanged, in whole or in part, for other Certificated Notes[, upon surrender of the Certificated Notes to be exchanged at any office or agency of the Registrar maintained for such purpose].  Upon the occurrence of the DTC Closing Availability, the Restricted Certificated Notes shall immediately without any [notice or other] action on the part of any Noteholder, be transferred or exchanged, in whole and not in part, for Restricted Global Notes[, upon surrender of the Restricted Certificated Notes to be exchanged at any office or agency of the Registrar maintained for such purpose].  In the event that any such Certificated Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, HVF shall execute and after HVF has executed, the Trustee shall authenticate, the Series 2005-1 Notes which the Series 2005-1 Noteholder making the exchange is entitled to receive or have a beneficial interest in, as applicable.

[Every Certificated Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require.]

[All Series 2005-1 Notes issued upon any registration of transfer or exchange of the Certificated Notes shall be the valid obligations of HVF, evidencing the same debt, and entitled to the same benefits under the Base Indenture and this Series Supplement, as the Certificated Notes surrendered upon such registration of transfer or exchange.]

No service charge shall be payable for any registration of transfer or exchange of Certificated Notes.

(b)           The transfer or exchange of a Restricted Certificated Note to a Person who wishes to take delivery thereof in a new Restricted Certificated Note or in the form of a beneficial interest in a Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)           The holder of any Certificated Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Certificated Note at the office maintained by the Registrar for such purpose, with

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the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to HVF and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit I hereto.  In exchange for any Certificated Note properly presented for transfer, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, one or more other Certificated Notes (as the transferee may request) which collectively have an aggregate principal amount equal to the aggregate principal amount as was transferred.  In the case of the transfer of any Certificated Note in part, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, one or more Certificated Notes (as the transferee may request) which collectively have an aggregate principal amount equal to the aggregate principal amount that was not transferred.  [No transfer of any Certificated Note shall be made unless the request for such transfer is made by the Holder at such office.]  Neither HVF nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Certificated Notes, the Trustee shall recognize the Holders of such Certificated Note as Series 2005-1 Noteholders.  Notwithstanding anything to the contrary contained herein, upon the occurrence of the DTC Closing Availability (i) all Certificated Notes which are Regulation S Certificated Notes or Unrestricted Certificated Notes shall be exchanged for one or more Restricted Certificated Notes (as the transferee may request) which collectively have an aggregate principal amount equal to the aggregate principal amount of the Regulation S Certificated Notes and Unrestricted Certificated Notes so exchanged and (ii) all Restricted Certificated Notes shall be exchanged or transferred for Restricted Global Notes.

(d)           Promptly upon the occurrence of the DTC Closing Availability, the Trustee shall notify the Registrar, and upon receipt by the Registrar, at the office of the Registrar, of a certificate in substantially the form set forth in Exhibit I given by the Series 2005-1 Noteholders holding Restricted Certificated Notes, Regulation S Certificated Notes or Unrestricted Certificated Notes, the Registrar shall instruct BNY MTC to cancel each Restricted Certificated Note, Regulation S Certificated Note and Unrestricted Certificated Note, and shall instruct BNY MTC, as custodian of DTC, to transfer or exchange such Restricted Certificated Notes, Regulation S Certificated Notes and Unrestricted Certificated Notes, as applicable, for an interest in Restricted Global Notes, Regulation S Global Notes and Unrestricted Global Notes, as specified in such notice, and record the principal amount of such Restricted Global Notes, Regulation S Global Notes and Unrestricted Global Notes, as applicable, in an amount equal to the principal amount of such exchanged or transferred Restricted Certificated Notes, Regulation S Certificated Notes or Unrestricted Certificated Notes, as applicable, and to credit or cause to be credited to the account of the Persons specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Restricted Global Notes, Regulation S Global

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Notes and Unrestricted Global Notes, as applicable, having a principal amount equal to the principal amount of such exchanged or transferred Restricted Certificated Notes, Regulation S Certificated Notes or Unrestricted Certificated Notes, as specified in such notice.

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EX-4.9.3

EXHIBIT 4.9.3

HERTZ VEHICLE FINANCING LLC,

as Issuer

and

BNY MIDWEST TRUST COMPANY,

as Trustee and Securities Intermediary

AMENDED AND RESTATED SERIES 2005-2 SUPPLEMENT

dated as of August 1, 2006

to


SECOND AMENDED AND RESTATED
BASE INDENTURE


dated as of August 1, 2006

$225,000,00 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-1

$200,000,000 Series 2005-2 4.93% Rental Car Asset Backed Notes, Class A-2

$275,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-3

$100,000,000 Series 2005-2 5.01% Rental Car Asset Backed Notes, Class A-4

$1,125,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-5

$225,000,000 Series 2005-2 5.08% Rental Car Asset Backed Notes, Class A-6

Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-1

Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-2

Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-3

Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-4
Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-5

Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-6

Three-Year Notes, Four-Year Notes and Five-Year Notes
Insurer of Class A Notes:  Ambac Assurance Corporation

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS		2
ARTICLE II	SERIES 2005-2 ALLOCATIONS		72
Section 2.1.		Series 2005-2 Series Accounts	72
Section 2.2.		Allocations with Respect to the Series 2005-2 Notes	73
Section 2.3.		Application of Interest Collections	80
Section 2.4.		Payment of Note Interest	90
Section 2.5.		Payment of Note Principal	91
Section 2.6.		The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	107
Section 2.7.		Class A Reserve Account	107
Section 2.8.		Class A Letters of Credit and Class A Cash Collateral Accounts	109
Section 2.9.		Series 2005-2 Distribution Account	117
Section 2.10.		Trustee as Securities Intermediary	118
Section 2.11.		Series 2005-2 Interest Rate Hedges	120
Section 2.12.		Series 2005-2 Demand Note Constitutes Additional Collateral for Series 2005-2 Notes	122
Section 2.13.		Class B Reserve Account	129
Section 2.14.		Class B Letters of Credit and Class B Cash Collateral Account	131
Section 2.15.		Subordination of Class B Notes	139
Section 2.16.		Reimbursement Obligation	139
Section 2.17.		Series 2005-2 Closing Account	140
ARTICLE III	AMORTIZATION EVENTS		141
ARTICLE IV	RESERVED		143
ARTICLE V	FORM OF SERIES 2005-2 NOTES		144
Section 5.1.		Initial Issuance of Series 2005-2 Notes	144
Section 5.2.		Restricted Notes	144
Section 5.3.		Regulation S Notes	145
Section 5.4.		Transfer Restrictions	146

i

			Page
ARTICLE VI	GENERAL		151
Section 6.1.		Optional Redemption of Series 2005-2 Notes	151
Section 6.2.		Information	152
Section 6.3.		Exhibits	154
Section 6.4.		Ratification of Base Indenture	156
Section 6.5.		Notice to Insurer, Rating Agencies, Interest Rate Hedge Provider and Ford	156
Section 6.6.		Insurer Deemed Class A Noteholder and Secured Party	157
Section 6.7.		Third Party Beneficiary	157
Section 6.8.		Prior Notice by Trustee to Insurer	157
Section 6.9.		Subrogation	158
Section 6.10.		Counterparts	158
Section 6.11.		Governing Law	158
Section 6.12.		Amendments	158
Section 6.13.		Termination of Series Supplement	159
Section 6.14.		Discharge of Indenture	159
Section 6.15.		Effect of Payment by Insurer	159
Section 6.16.		Interest Rate Hedge Provider Deemed Secured Party	160
Section 6.17.		Ford Covenants	160
Section 6.18.		Issuances of Class B Notes	161

ii

EXHIBITS

Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-1-C:	Form of Restricted Certificated Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-2-C:	Form of Regulation S Certificated Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-1-3-C:	Form of Unrestricted Certificated Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-1-C:	Form of Restricted Certificated Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-2-C:	Form of Regulation S Certificated Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-2-3-C:	Form of Unrestricted Certificated Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class A-3 Note
Exhibit A-3-1-C:	Form of Restricted Certificated Class A-3 Note
Exhibit A-3-2:	Form of Regulation S Global Class A-3 Note
Exhibit A-3-2-C:	Form of Regulation S Certificated Class A-3 Note
Exhibit A-3-3:	Form of Unrestricted Global Class A-3 Note
Exhibit A-3-3-C:	Form of Unrestricted Certificated Class A-3 Note
Exhibit A-4-1:	Form of Restricted Global Class A-4 Note
Exhibit A-4-1-C:	Form of Restricted Certificated Class A-4 Note
Exhibit A-4-2:	Form of Regulation S Global Class A-4 Note
Exhibit A-4-2-C:	Form of Regulation S Certificated Class A-4 Note
Exhibit A-4-3:	Form of Unrestricted Global Class A-4 Note
Exhibit A-4-3-C:	Form of Unrestricted Certificated Class A-4 Note
Exhibit A-5-1:	Form of Restricted Global Class A-5 Note
Exhibit A-5-1-C:	Form of Restricted Certificated Class A-5 Note
Exhibit A-5-2:	Form of Regulation S Global Class A-5 Note
Exhibit A-5-2-C:	Form of Regulation S Certificated Class A-5 Note
Exhibit A-5-3:	Form of Unrestricted Global Class A-5 Note
Exhibit A-5-3-C:	Form of Unrestricted Certificated Class A-5 Note
Exhibit A-6-1:	Form of Restricted Global Class B-1 Note
Exhibit A-6-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-6-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-7-1:	Form of Restricted Global Class B-2 Note
Exhibit A-7-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-7-3:	Form of Unrestricted Global Class B-2 Note
Exhibit A-8-1:	Form of Restricted Global Class B-3 Note
Exhibit A-8-2:	Form of Regulation S Global Class B-3 Note
Exhibit A-8-3:	Form of Unrestricted Global Class B-3 Note
Exhibit A-9-1:	Form of Restricted Global Class B-4 Note
Exhibit A-9-2:	Form of Regulation S Global Class B-4 Note

iii

Exhibit A-9-3:	Form of Unrestricted Global Class B-4 Note
Exhibit A-10-1:	Form of Restricted Global Class B-5 Note
Exhibit A-10-2:	Form of Regulation S Global Class B-5 Note
Exhibit A-10-3:	Form of Unrestricted Global Class B-5 Note
Exhibit A-11-1:	Form of Restricted Global Class B-6 Note
Exhibit A-11-2:	Form of Regulation S Global Class B-6 Note
Exhibit A-11-3:	Form of Unrestricted Global Class B-6 Note
Exhibit B-1-1:	Form of Class A Letter of Credit
Exhibit B-1-2:	Form of Class A Ford Letter of Credit
Exhibit B-2-1:	Form of Class B Letter of Credit
Exhibit B-2-2:	Form of Class B Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Class A Ford Letter of Credit Reduction Notice
Exhibit D-1-2:	Form of Class A Ford Letter of Credit Termination Notice
Exhibit D-2:	Form of Class A Non-Ford Letter of Credit Reduction Notice
Exhibit D-3-1:	Form of Class B Ford Letter of Credit Reduction Notice
Exhibit D-3-2:	Form of Class B Ford Letter of Credit Termination Notice
Exhibit D-4:	Form of Class B Non-Ford Letter of Credit Reduction Notice
Exhibit E:	Reserved
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2005-2 Demand Note
Exhibit I:	Form of Transfer Certificate for Certificated Notes

ANNEXES

Annex A:	Form of Class B Notes Term Sheet
Annex B:	Transfer and Exchange of Certificated Notes

iv

AMENDED AND RESTATED SERIES 2005-2 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, HVF and the Trustee entered into the Series 2005-2 Supplement dated as of December 21, 2005 (the “Prior Series Supplement”);

WHEREAS, HVF and the Trustee desire to amend and restate the Prior Series Supplement in its entirety as herein set forth; and

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

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Rental Car Asset Backed Notes, Series 2005-2.  On the Series 2005-2 Closing Date, six classes of Series 2005-2 Notes shall be issued:  the first of which shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, the second of which shall be designated as the Series 2005-2 4.93% Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes, the third of which shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-3, and referred to herein as the Class A-3 Notes, the fourth of which shall be designated as the Series 2005-2 5.01% Rental Car Asset Backed Notes, Class A-4, and referred to herein as the Class A-4 Notes, the fifth of which shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-5, and referred to herein as the Class A-5 Notes and the last of which shall be designated as the Series 2005-2 5.08% Rental Car Asset Backed Notes, Class A-6, and referred to herein as the Class A-6 Notes.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class A-6 Notes are referred to herein collectively as the “Class A Notes”.  At any time prior to the Expected Final Payment Date for the Class of Class B Notes being issued, additional Series 2005-2 Notes may be issued in up to six classes: the first of which shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-1,

and referred to herein as the Class B-1 Notes, the second of which shall be designated as the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes, the third of which shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-3, and referred to herein as the Class B-3 Notes, the fourth of which shall be designated as the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-4, and referred to herein as the Class B-4 Notes, the fifth of which shall be designated as the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-5, and referred to herein as the Class B-5 Notes, and the last of which shall be designated as the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-6, and referred to herein as the Class B-6 Notes. The Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes and the Class B-6 Notes are referred to herein collectively as the “Class B Notes.”  The Class A Notes and the Class B Notes are referred to herein collectively as the “Series 2005-2 Notes.”  The Series 2005-2 Notes shall be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Class A Notes shall be deposited in the Series 2005-2 Closing Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles and Manufacturer Receivables from HGI pursuant to the Purchase Agreement and/or from Hertz and/or HFC to the extent permitted by the Related Documents on the Series 2005-2 Closing Date or for other purposes permitted under the Related Documents.  The net proceeds from the sale of the Class B Notes shall be deposited in the Series 2005-2 Excess Collection Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant to the Purchase Agreement on the related Series 2005-2 Class B Notes Closing Date or for other purposes permitted under the Related Documents.

ARTICLE I

DEFINITIONS

(a)All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2005-2 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2005-2 Supplement” shall mean the Base Indenture, as supplemented hereby.

(b)The following words and phrases shall have the following meanings with respect to the Series 2005-2 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

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“Adjusted Aggregate Asset Amount” means, as of any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Collection Account and available for reduction of the Series 2005-2 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Excess Collection Account, in each case on such day.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case, as of such date.

“Applicable Procedures” has the meaning specified in Section 5.1(c) of this Series Supplement.

“Audi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Audi as of such date.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer (other than a Top Two Non-Investment Grade Manufacturer) for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to each Bankrupt Manufacturer as of such date.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“BBB-/Baa3 EPM Amount” means, as of any date of determination, the sum for all BBB-/Baa3 Manufacturers of an amount, with respect to each BBB-/Baa3 Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and not turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary

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pursuant to the Master Exchange Agreement, in each case as of such date by such each BBB-/Baa3 Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such BBB-/Baa3 Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such BBB-/Baa3 Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such BBB-/Baa3 Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“BBB-/Baa3 EPM Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the BBB-/Baa3 EPM Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“BBB-/Baa3 EPM Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the BBB-/Baa3 EPM Vehicle Percentage as of such date over 10%.

“BBB-/Baa3 Manufacturer” means, as of any day, each Manufacturer of a Program Vehicle from an Eligible Program Manufacturer that is rated at least “BBB-” from S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at

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least “BBB-” from Fitch, but which is not rated at least “BBB” from S&P, at least “Baa2” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB” from Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB”, “Baa2” and/or “BBB”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date an which the Trustee or the Insurer notifies the Administrator of such downgrade.

“BMW Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to BMW as of such date.

“BNY MTC” means BNY Midwest Trust Company, an Illinois trust company, and its successors and assigns.

“Calculation Agent” means BNY MTC, in its capacity as calculation agent with respect to the Class A-1 Note Rate, the Class A-3 Note Rate, the Class A-5 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate.

“Class” means a class of the Series 2005-2 Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class A-6 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes or the Class B-6 Notes.

“Class A Adjusted Enhancement Amount” means, the Class A Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2005-2 Letter of Credit if at the time of such calculation (A) such Series 2005-2 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2005-2 Letter of Credit Provider of such Series 2005-2 Letter of Credit, (C) such Series 2005-2 Letter of Credit Provider shall have repudiated such Series 2005-2 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-2 Letter of Credit Provider of such Series 2005-2 Letter of Credit.

“Class A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at

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least 30 days with respect to the Series 2005-2 Letter of Credit Provider of such Series 2005-2 Letter of Credit.

“Class A Adjusted Monthly Interest” means, (a) for the initial Payment Date, the sum of (A) the Class A-1 Monthly Interest with respect to the initial Series 2005-2 Interest Period, (B) the Class A-2 Monthly Interest with respect to the initial Series 2005-2 Interest Period, (C) the Class A-3 Monthly Interest with respect to the initial Series 2005-2 Interest Period, (D) the Class A-4 Monthly Interest with respect to the initial Series 2005-2 Interest Period, (E) the Class A-5 Monthly Interest with respect to the initial Series 2005-2 Interest Period, and (F) the Class A-6 Monthly Interest with respect to the initial Series 2005-2 Interest Period, and (b) for any other Payment Date, the sum of (i) with respect to the Series 2005-2 Interest Period ending on the day preceding such Payment Date, the sum of (A) an amount equal to the product of (1) the Class A-1 Note Rate for such Series 2005-2 Interest Period, (2) the Class A-1 Outstanding Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360, (B) an amount equal to the product of (1) one-twelfth of the Class A-2 Note Rate and (2) the Class A-2 Outstanding Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, (C) an amount equal to the product of (1) the Class A-3 Note Rate for such Series 2005-2 Interest Period, (2) the Class A-3 Outstanding Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360, (D) an amount equal to the product of (1) one-twelfth of the Class A-4 Note Rate and (2) the Class A-4 Outstanding Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, (E) an amount equal to the product of (1) the Class A-5 Note Rate for such Series 2005-2 Interest Period, (2) the Class A-5 Outstanding Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360, and (F) an amount equal to the product of (1) one-twelfth of the Class A-6 Note Rate and (2) the Class A-6 Outstanding Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, and (ii) an amount equal to the aggregate amount of any unpaid Class A Deficiency Amounts, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts at the applicable Series 2005-2 Note Rate).

“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 sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Collection Account and available for reduction of the Class A Principal Amount, in each case, as of such date.

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“Class A Asset Amount” means, as of any date of determination, the product of (i) the Class A Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

“Class A Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class A Required Asset Amount, determined during the Series 2005-2 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-2 Closing Date, on the Series 2005-2 Closing Date), or, during the Series 2005-2 Controlled Amortization Period and the Series 2005-2 Rapid Amortization Period, as of the end of the Series 2005-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-2 Closing Date, as of the Series 2005-2 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

“Class A Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class A Available Ford Cash Collateral Account Amount and (b) the Class A Available Non-Ford Cash Collateral Account Amount.

“Class A Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A Reserve Account.

“Class A Cash Collateral Account” means a Class A Ford Cash Collateral Account and/or a Class A Non-Ford Cash Collateral Account, as the context may require.

“Class A Cash Collateral Account Interest and Earnings” means with respect to a Class A Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class A Cash Collateral Account.

“Class A Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the Class A Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class A Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date) over the Class A Required Enhancement Amount on such Payment Date, (ii) the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A

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Required Liquidity Amount on such Payment Date, and (iii) the excess, if any, of the Class B Adjusted Enhancement Amount over the Class B Required Enhancement Amount on such Payment Date.

“Class A Certificate of Credit Demand” means a certificate in the form of Annex A to a Class A Letter of Credit.

“Class A Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class A Letter of Credit.

“Class A Certificate of Termination Demand” means a certificate in the form of Annex D to a Class A Letter of Credit.

“Class A Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class A Letter of Credit.

“Class A Controlled Distribution Amount” means a Class A-1 Controlled Distribution Amount, a Class A-2 Controlled Distribution Amount, a Class A-3 Controlled Distribution Amount, a Class A-4 Controlled Distribution Amount, a Class A-5 Controlled Distribution Amount or a Class A-6 Controlled Distribution Amount.

“Class A Deficiency Amount” means a Class A-1 Deficiency Amount, a Class A-2 Deficiency Amount, a Class A-3 Deficiency Amount, a Class A-4 Deficiency Amount, a Class A-5 Deficiency Amount or a Class A-6 Deficiency Amount, as the context may require.

“Class A Disbursement” shall mean any Class A LOC Credit Disbursement, any Class A LOC Preference Payment Disbursement, any Class A LOC Termination Disbursement or any Class A LOC Unpaid Demand Note Disbursement under the Class A Letters of Credit or any combination thereof, as the context may require.

“Class A Downgrade Event” has the meaning specified in Section 2.8(c) of this Series Supplement.

“Class A Eligible Ford Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and, at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, other than in connection with the initial Series 2005-2 Ford Letter of Credit Provider, for so long as any Class A Notes are Outstanding, each Class A Eligible Ford Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as

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applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, for so long as any Class A Notes are Outstanding, each Class A Eligible Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Program Vehicle Percentage” means, as of any date of determination, the result of (x) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of (i) the Eligible Program Vehicle Amount as of such date over (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the BBB-/Baa3 EPM Vehicle Percentage Excess.

“Class A Enhancement Amount” means, as of any date of determination, the sum of (i) the greater of (x) the Class A Overcollateralization Amount as of such date and (y)(A) as of any date on which no Aggregate Asset Amount Deficiency exists, the Class B Adjusted Principal Amount plus the Class B Overcollateralization Amount, in each case, as of such date or (B) as of any date on which an Aggregate Asset Amount Deficiency exists, $0, (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iv) the Class B Letter of Credit Amount as of such date and (v) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Enhancement Deficiency” means, on any day, the amount by which the Class A Adjusted Enhancement Amount is less than the Class A Required Enhancement Amount.

“Class A Ford Cash Collateral Account” has the meaning specified in Section 2.8(g) of this Series Supplement.

“Class A Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

“Class A Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Ford Letter of Credit Liquidity Amount as of such date.

“Class A Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-1-2 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued for the account of Ford or an affiliate thereof by a Class A Eligible Ford Letter of Credit Provider in favor of the

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Trustee for the benefit of the Series 2005-2 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-2 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Ford Letter of Credit, as specified therein, and (b) if a Class A Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Ford Cash Collateral Account Amount on such date.

“Class A Ford Letter of Credit Provider” means the issuer of a Class A Ford Letter of Credit.

“Class A Letter of Credit” means (i) a Class A Ford Letter of Credit or (ii) an irrevocable letter of credit, substantially in the form of Exhibit B-1-1 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued by a Class A Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-2 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-2 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Letter of Credit Agreement” means the Class A Letter of Credit Reimbursement Agreement and any other agreement pursuant to which a Class A Letter of Credit is issued in favor of the Trustee for the benefit of the Series 2005-2 Noteholders.

“Class A Letter of Credit Amount” means, as of any date of determination, the sum of the Class A Ford Letter of Credit Liquidity Amount on such date and the Class A Non-Ford Letter of Credit Amount on such date.

“Class A Letter of Credit Expiration Date” means, with respect to any Class A Letter of Credit, the expiration date set forth in such Class A Letter of Credit, as such date may be extended in accordance with the terms of such Class A Letter of Credit.

“Class A Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Letter of Credit, as specified therein, and (b) if a Class A Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Cash Collateral Account Amount on such date.

“Class A Letter of Credit Provider” means the issuer of a Class A Letter of Credit.

“Class A Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class A Letter of Credit Provider for draws under its Class A Letter of Credit, other than any such

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reimbursement agreement between Ford and a Class A Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class A Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Letter of Credit Liquidity Amount and (b) the Class A Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class A Liquidity Deficiency” means, as of any date of determination, the amount by which the Class A Adjusted Liquidity Amount is less than the Class A Required Liquidity Amount as of such date.

“Class A Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount, in each case, as of such date.

“Class A LOC Credit Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Credit Demand.

“Class A LOC Preference Payment Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Preference Payment Demand.

“Class A LOC Termination Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Termination Demand.

“Class A LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Unpaid Demand Note Demand.

“Class A Mazda Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Mazda Amount and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) 10.00%; provided that on any date of determination on which Mazda is a Bankrupt Manufacturer or a Top Two Non-Investment Grade Manufacturer, the “Class A Mazda Vehicle Percentage Excess” shall be zero.

“Class A Monthly Interest” means, with respect to any Series 2005-2 Interest Period, the sum of Class A-1 Monthly Interest, Class A-2 Monthly Interest, Class A-3 Monthly Interest, Class A-4 Monthly Interest, Class A-5 Monthly Interest and Class A-6 Monthly Interest for such Series 2005-2 Interest Period.

“Class A Non-Eligible Vehicle Percentage” means, as of any date of determination, the result of (x) the percentage equivalent of a fraction, the numerator of which is the result of (i) the Non-Eligible Vehicle Amount minus the Bankrupt

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Manufacturer Vehicle Amount (to the extent included in the Non-Eligible Vehicle Amount), in each case as of such date plus (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount), in each case as of such date minus (iii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount), in each case as of such date minus (iv) the Top Two Non-Investment Grade EPM Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade EPM Amount), in each case as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess minus (z) the Class A Mazda Vehicle Percentage Excess.

“Class A Non-Ford Cash Collateral Account” has the meaning specified in Section 2.8(g) of this Series Supplement.

“Class A Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.8(a) of this Series Supplement.

“Class A Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class A Non-Ford Letter of Credit” means each Class A Letter of Credit other than a Class A Ford Letter of Credit.

“Class A Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class A Non-Ford Letters of Credit, as specified therein, and (ii) if the Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date and (b) the outstanding principal amount of the Series 2005-2 Demand Note on such date.

“Class A Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Non-Ford Letter of Credit, as specified therein, and (b) if a Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date.

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“Class A Non-Ford Letter of Credit Provider” means the issuer of a Class A Non-Ford Letter of Credit.

“Class A Non-Investment Grade Manufacturer Vehicle Amount Excess” means, as of any date of determination, the result of (i) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date plus (ii) the Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date minus (iii) the Top Two Non-Investment Grade EPM Amount as of such date minus (iv) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date.

“Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Class A Non-Investment Grade Manufacturer Vehicle Amount Excess and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) the sum of (i) 30.00%, (ii) the Class A Mazda Vehicle Percentage Excess and (iii) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Noteholders” means, collectively, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class A-5 Noteholders and the Class A-6 Noteholders.

“Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class A-6 Notes.

“Class A Notice of Reduction” means a notice in the form of Annex E to a Class A Letter of Credit.

“Class A Other Non-Investment Grade Manufacturer Vehicle Percentage” means, as of any date of determination, the sum of (w) the percentage equivalent of a fraction, the numerator of which is the sum of (i) the Top Two Non-Investment Grade EPM Amount as of such date and (ii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date plus (x) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess plus (y) the Class A Mazda Vehicle Percentage Excess plus (z) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Outstanding Principal Amount” means, as of any date of determination, the sum of the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal Amount and the Class A-6 Outstanding Principal Amount, in each case, as of such date.

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“Class A Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class A Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Class A Asset Amount over the Class A Adjusted Principal Amount as of such date.

“Class A Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class A Principal Amount and the denominator of which is the Series 2005-2 Principal Amount.

“Class A Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-2 Demand Note and distributed to the Class A Noteholders in respect of amounts owing under the Class A Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class A Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class A-5 Principal Amount and the Class A-6 Principal Amount, in each case, as of such date.

“Class A Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Class A Asset Amount on such date; provided, however, the Class A Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Class A Asset Amount on such date and (2) the lesser of (a) the Series 2005-2 Liquidity Amount on such date and (b) the Series 2005-2 Required Liquidity Amount on such date.

“Class A Purchase Agreement” means that certain purchase agreement, dated December 15, 2005, among HVF, CCMG Acquisition Corporation and Lehman Brothers Inc., as an initial purchaser, Deutsche Bank Securities Inc., as an initial purchaser, Merrill Lynch Pierce, Fenner & Smith Incorporated, as an initial purchaser, Goldman, Sachs & Co., as an initial purchaser, J.P. Morgan Securities Inc., as an initial purchaser, BNP Paribas, as an initial purchaser, Greenwich Capital Markets, Inc., as an initial purchaser and Calyon Securities (USA) Inc., as an initial purchaser.

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“Class A Required Asset Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class A Required Overcollateralization Amount, in each case, as of such date.

“Class A Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Class A Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class A Required Enhancement Percentage as of such date and the Class A Adjusted Principal Amount as of such date and (ii) the Class A Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-2 Limited Liquidation Event of Default, the Class A Required Enhancement Amount shall equal the lesser of (x) the Class A Adjusted Principal Amount as of such date and (y) the sum of (1) the product of the Class A Required Enhancement Percentage as of such date of determination and the Class A Adjusted Principal Amount as of the date of the occurrence of such Series 2005-2 Limited Liquidation Event of Default and (2) the Class A Required Enhancement Incremental Amount as of such date of determination.

“Class A Required Enhancement Incremental Amount” means

(i)as of the Series 2005-2 Closing Date, $0; and

(ii)as of any date thereafter, the product of (A) the Class A Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-2 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-2 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-2 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-2 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-2 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-2 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-2 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-2 Maximum Subaru Amount as of such

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immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-2 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-2 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-2 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-2 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-2 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-2 Maximum Mercedes Amount as of such immediately preceding Business Day, (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day and (17) the excess, if any of the HVF Service Vehicle Amount over the Series 2005-2 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class A Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class A Required Program Vehicle Enhancement Percentage as of such date times (B) the Class A Eligible Program Vehicle Percentage as of such date, (ii) the product of (A) the Class A Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the greater of (a) the product of (A) 26.5% (or such lower percentage as may be agreed to by the Issuer and the Rating Agencies subject to the Series 2005-2 Rating Agency Condition) and (B) the sum of (I) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date and (b) the sum of (I) the product of (A) the Class A Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the product of (A) the Class A Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage as of such date times (B) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date.

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“Class A Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class A Required Liquidity Percentage as of such date times (ii) the Class A Adjusted Principal Amount as of such date.

“Class A Required Liquidity Percentage” means, as of any date of determination, 3.75%.

“Class A Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) 20.00% (or such lower percentage as may be agreed to by the Issuer and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition) and (ii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-2 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-2 Closing Date).

“Class A Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) 29.75% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition) and (ii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-2 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-2 Closing Date).

“Class A Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class A Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (iv) the Class B Letter of Credit Amount as of such date.

“Class A Required Program Vehicle Enhancement Percentage” means 15.00% (or such lower percentage as may be agreed to by the Issuer and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition).

“Class A Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greatest of (a) the excess, if any, of the Class A Required Liquidity Amount over the Class A Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such

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Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-2 Letter of Credit Provider of such Class A Letter of Credit, (b) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount (excluding therefrom the Class A Available Reserve Account Amount), in each case, as of such date and (c) the excess, if any, of the Class B Required Enhancement Amount over the Class B Enhancement Amount, in each case, as of such date.

“Class A Reserve Account” has the meaning specified in Section 2.7(a) of this Series Supplement.

“Class A Reserve Account Collateral” has the meaning specified in Section 2.7(d) of this Series Supplement.

“Class A Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class A Required Reserve Account Amount, in each case, as of such date.

“Class A-1 Carryover Controlled Amortization Amount” means, with respect to the Class A-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-1 Controlled Distribution Amount was less than the Class A-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-1 Carryover Controlled Amortization Amount shall be zero.

“Class A-1 Controlled Amortization Amount” means, for any Related Month other than the last Related Month during the Three-Year Notes Controlled Amortization Period, $37,500,000.00.

“Class A-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-1 Controlled Amortization Amount for such Related Month and any Class A-1 Carryover Controlled Amortization Amount for such Related Month.

“Class A-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

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“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $225,000,000.

“Class A-1 Monthly Interest” means, with respect to any Series 2005-2 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate for such Series 2005-2 Interest Period, (ii) the Class A-1 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-2 Interest Period, the Class A-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360.

“Class A-1 Note Rate” means, (i) with respect to the initial Series 2005-2 Interest Period, 4.52% per annum and (ii) with respect to each Series 2005-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2005-2 Interest Period plus 0.14% per annum.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Notes” means any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2, or Exhibit A-1-3.  Definitive Class A-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b) the amount of principal payments made to Class A-1 Noteholders on or prior to such date.

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to the Class A-1 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-1 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-1 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-1 Noteholders or the Insurer for any reason.

“Class A-2 Carryover Controlled Amortization Amount” means, with respect to the Class A-2 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-2 Controlled Distribution Amount was less than the Class A-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-2 Carryover Controlled Amortization Amount shall be zero.

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“Class A-2 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Three-Year Notes Controlled Amortization Period, $33,333,333.33 and (ii) for the last Related Month during the Three-Year Notes Controlled Amortization Period, $33,333,333.35.

“Class A-2 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-2 Controlled Amortization Amount for such Related Month and any Class A-2 Carryover Controlled Amortization Amount for such Related Month.

“Class A-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $200,000,000.

“Class A-2 Monthly Interest” means, (a) with respect to the initial Series 2005-2 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate, (ii) the Class A-2 Initial Principal Amount and (iii) 34/360 and (b) with respect to any other Series 2005-2 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date.

“Class A-2 Note Rate” means 4.93% per annum.

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.

“Class A-2 Notes” means any one of the Series 2005-2 4.93% Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2, or Exhibit A-2-3.  Definitive Class A-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the amount of principal payments made to Class A-2 Noteholders on or prior to such date.

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to the Class A-2 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-2 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-2 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-2 Noteholders or the Insurer for any reason.

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“Class A-3 Carryover Controlled Amortization Amount” means, with respect to the Class A-3 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-3 Controlled Distribution Amount was less than the Class A-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class A-3 Carryover Controlled Amortization Amount shall be zero.

“Class A-3 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Four-Year Notes Controlled Amortization Period, $45,833,333.33 and (ii) for the last Related Month during the Four-Year Notes Controlled Amortization Period, $45,833,333.35.

“Class A-3 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-3 Controlled Amortization Amount for such Related Month and any Class A-3 Carryover Controlled Amortization Amount for such Related Month.

“Class A-3 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-3 Initial Principal Amount” means the aggregate initial principal amount of the Class A-3 Notes, which is $275,000,000.

“Class A-3 Monthly Interest” means, with respect to any Series 2005-2 Interest Period, an amount equal to the product of (i) the Class A-3 Note Rate for such Series 2005-2 Interest Period, (ii) the Class A-3 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-2 Interest Period, the Class A-3 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360.

“Class A-3 Note Rate” means, (i) with respect to the initial Series 2005-2 Interest Period, 4.58% per annum and (ii) with respect to each Series 2005-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2005-2 Interest Period plus 0.20% per annum.

“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.

“Class A-3 Notes” means any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2, or Exhibit A-3-3.  Definitive Class A-3 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

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“Class A-3 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-3 Initial Principal Amount minus (b) the amount of principal payments made to Class A-3 Noteholders on or prior to such date.

“Class A-3 Principal Amount” means when used with respect to any date, an amount equal to the Class A-3 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-3 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-3 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-3 Noteholders or the Insurer for any reason.

“Class A-4 Carryover Controlled Amortization Amount” means, with respect to the Class A-4 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-4 Controlled Distribution Amount was less than the Class A-4 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class A-4 Carryover Controlled Amortization Amount shall be zero.

“Class A-4 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Four-Year Notes Controlled Amortization Period, $16,666,666.66 and (ii) for the last Related Month during the Four-Year Notes Controlled Amortization Period, $16,666,666.70.

“Class A-4 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-4 Controlled Amortization Amount for such Related Month and any Class A-4 Carryover Controlled Amortization Amount for such Related Month.

“Class A-4 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-4 Initial Principal Amount” means the aggregate initial principal amount of the Class A-4 Notes, which is $100,000,000.

“Class A-4 Monthly Interest” means, (a) with respect to the initial Series 2005-2 Interest Period, an amount equal to the product of (i) the Class A-4 Note Rate, (ii) the Class A-4 Initial Principal Amount and (iii) 34/360 and (b) with respect to any other Series 2005-2 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-4 Note Rate and (ii) the Class A-4 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date.

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“Class A-4 Note Rate” means 5.01% per annum.

“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

“Class A-4 Notes” means any one of the Series 2005-2 5.01% Rental Car Asset Backed Notes, Class A-4, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2, or Exhibit A-4-3.  Definitive Class A-4 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-4 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-4 Initial Principal Amount minus (b) the amount of principal payments made to Class A-4 Noteholders on or prior to such date.

“Class A-4 Principal Amount” means when used with respect to any date, an amount equal to the Class A-4 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-4 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-4 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-4 Noteholders or the Insurer for any reason.

“Class A-5 Carryover Controlled Amortization Amount” means, with respect to the Class A-5 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-5 Controlled Distribution Amount was less than the Class A-5 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class A-5 Carryover Controlled Amortization Amount shall be zero.

“Class A-5 Controlled Amortization Amount” means, for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $187,500,000.00.

“Class A-5 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-5 Controlled Amortization Amount for such Related Month and any Class A-5 Carryover Controlled Amortization Amount for such Related Month.

“Class A-5 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-5 Initial Principal Amount” means the aggregate initial principal amount of the Class A-5 Notes, which is $1,125,000,000.

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“Class A-5 Monthly Interest” means, with respect to any Series 2005-2 Interest Period, an amount equal to the product of (i) the Class A-5 Note Rate for such Series 2005-2 Interest Period, (ii) the Class A-5 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-2 Interest Period, the Class A-5 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360.

“Class A-5 Note Rate” means, (i) with respect to the initial Series 2005-2 Interest Period, 4.63% per annum and (ii) with respect to each Series 2005-2 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2005-2 Interest Period plus 0.25% per annum.

“Class A-5 Noteholder” means the Person in whose name a Class A-5 Note is registered in the Note Register.

“Class A-5 Notes” means any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-5, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-5-1, Exhibit A-5-2, or Exhibit A-5-3.  Definitive Class A-5 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-5 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-5 Initial Principal Amount minus (b) the amount of principal payments made to Class A-5 Noteholders on or prior to such date.

“Class A-5 Principal Amount” means when used with respect to any date, an amount equal to the Class A-5 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-5 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-5 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-5 Noteholders or the Insurer for any reason.

“Class A-6 Carryover Controlled Amortization Amount” means, with respect to the Class A-6 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation for the previous Related Month allocated to pay the Class A-6 Controlled Distribution Amount was less than the Class A-6 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class A-6 Carryover Controlled Amortization Amount shall be zero.

“Class A-6 Controlled Amortization Amount” means, for any Related Month other than the last Related Month during the Five-Year Notes Controlled Amortization Period, $37,500,000.00.

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“Class A-6 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-6 Controlled Amortization Amount for such Related Month and any Class A-6 Carryover Controlled Amortization Amount for such Related Month.

“Class A-6 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class A-6 Initial Principal Amount” means the aggregate initial principal amount of the Class A-6 Notes, which is $225,000,000.

“Class A-6 Monthly Interest” means, (a) with respect to the initial Series 2005-2 Interest Period, an amount equal to the product of (i) the Class A-6 Note Rate, (ii) the Class A-6 Initial Principal Amount and (iii) 34/360 and (b) with respect to any other Series 2005-2 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-6 Note Rate and (ii) the Class A-6 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date.

“Class A-6 Note Rate” means 5.08% per annum.

“Class A-6 Noteholder” means the Person in whose name a Class A-6 Note is registered in the Note Register.

“Class A-6 Notes” means any one of the Series 2005-2 5.08% Rental Car Asset Backed Notes, Class A-6, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-6-1, Exhibit A-6-2, or Exhibit A-6-3.  Definitive Class A-6 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-6 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-6 Initial Principal Amount minus (b) the amount of principal payments made to Class A-6 Noteholders on or prior to such date.

“Class A-6 Principal Amount” means when used with respect to any date, an amount equal to the Class A-6 Outstanding Principal Amount as of such date plus the sum of (a) the amount of any principal payments made to Class A-6 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-6 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-6 Noteholders or the Insurer for any reason.

“Class B Adjusted Enhancement Amount” means, the Class B Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall

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have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Liquidity Amount” means, the Class B Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the excess, if any, of (I) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Collection Account and available for reduction of the Series 2005-2 Principal Amount, in each case, as of such date over (II) the Class A Principal Amount as of such date.

“Class B Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class B Available Ford Cash Collateral Account Amount and (b) the Class B Available Non-Ford Cash Collateral Account Amount.

“Class B Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class B Reserve Account.

“Class B Cash Collateral Account” means a Class B Ford Cash Collateral Account and/or a Class B Non-Ford Cash Collateral Account, as the context may require.

“Class B Cash Collateral Account Interest and Earnings” means with respect to a Class B Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class B Cash Collateral Account.

“Class B Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class B Available Ford Cash Collateral

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Account Amount and (y) the Class B Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class B Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account and the Class B Reserve Account and any drawings under the Class A Letters of Credit (or any withdrawals from a Class A Cash Collateral Account, if any) and under the Class B Letters of Credit, in each case, on such Payment Date) over the Class B Required Enhancement Amount on such Payment Date and (ii) the excess, if any, of the Class B Adjusted Liquidity Amount (after giving effect to any withdrawal from the Class B Reserve Account on such Payment Date) over the Class B Required Liquidity Amount on such Payment Date.

“Class B Certificate of Credit Demand” means a certificate in the form of Annex A to a Class B Letter of Credit.

“Class B Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class B Letter of Credit.

“Class B Certificate of Termination Demand” means a certificate in the form of Annex D to a Class B Letter of Credit.

“Class B Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class B Letter of Credit.

“Class B Deficiency Amount” means a Class B-1 Deficiency Amount, a Class B-2 Deficiency Amount, a Class B-3 Deficiency Amount, a Class B-4 Deficiency Amount, a Class B-5 Deficiency Amount or a Class B-6 Deficiency Amount.

“Class B Disbursement” shall mean any Class B LOC Credit Disbursement, any Class B LOC Preference Payment Disbursement, any Class B LOC Termination Disbursement or any Class B LOC Unpaid Demand Note Disbursement under the Class B Letters of Credit or any combination thereof, as the context may require.

“Class B Downgrade Event” has the meaning specified in Section 2.14(c) of this Series Supplement.

“Class B Eligible Ford Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Ford Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Eligible Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Letter of Credit, a long-term senior unsecured debt rating (or the equivalent

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thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Enhancement Amount” means, as of any date of determination, the sum of (i) the Class B Overcollateralization Amount as of such date, (ii) the Class B Letter of Credit Amount as of such date, (iii) the Class A Letter of Credit Amount as of such date, (iv) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) and (v) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Enhancement Deficiency” means, on any day, the amount by which the Class B Adjusted Enhancement Amount is less than the Class B Required Enhancement Amount.

“Class B Ford Cash Collateral Account” has the meaning specified in Section 2.14(g) of this Series Supplement.

“Class B Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.14(a) of this Series Supplement.

“Class B Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Ford Letter of Credit Liquidity Amount as of such date.

“Class B Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-2 to this Series Supplement, issued for the account of Ford or an affiliate thereof by a Class B Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-2 Noteholders.

“Class B Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Ford Letter of Credit, as specified therein, and (b) if a Class B Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class B Available Ford Cash Collateral Account Amount on such date.

“Class B Ford Letter of Credit Provider” means the issuer of a Class B Ford Letter of Credit.

“Class B Letter of Credit” means (i) a Class B Ford Letter of Credit or (ii) a Class B Non-Ford Letter of Credit.

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“Class B Letter of Credit Amount” means, as of any date of determination, the sum of the Class B Ford Letter of Credit Liquidity Amount on such date and the Class B Non-Ford Letter of Credit Amount on such date.

“Class B Letter of Credit Expiration Date” means, with respect to any Class B Letter of Credit, the expiration date set forth in such Class B Letter of Credit, as such date may be extended in accordance with the terms of such Class B Letter of Credit.

“Class B Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Letter of Credit, as specified therein, and (b) if a Class B Cash Collateral Account has been established and funded pursuant to Section 2.14 of this Series Supplement, the Class B Available Cash Collateral Account Amount on such date.

“Class B Letter of Credit Provider” means the issuer of a Class B Letter of Credit.

“Class B Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class B Letter of Credit Provider for draws under its Class B Letter of Credit, other than any such reimbursement agreement between Ford and a Class B Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class B Liquidity Amount” means, as of any date of determination, the sum of (a) the Class B Letter of Credit Liquidity Amount and (b) the Class B Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class B Liquidity Deficiency” means, as of any date of determination, the amount by which the Class B Adjusted Liquidity Amount is less than the Class B Required Liquidity Amount as of such date.

“Class B Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Adjusted Liquidity Amount over the Class B Required Liquidity Amount, in each case, as of such date.

“Class B LOC Credit Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Credit Demand.

“Class B LOC Preference Payment Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Preference Payment Demand.

“Class B LOC Termination Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Termination Demand.

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“Class B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Unpaid Demand Note Demand.

“Class B Monthly Interest” means, with respect to any Series 2005-2 Interest Period, the sum of Class B-1 Monthly Interest, Class B-2 Monthly Interest, Class B-3 Monthly Interest, Class B-4 Monthly Interest, Class B-5 Monthly Interest and Class B-6 Monthly Interest for such Series 2005-2 Interest Period.

“Class B Non-Ford Cash Collateral Account” has the meaning specified in Section 2.14(g) of this Series Supplement.

“Class B Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.14(a) of this Series Supplement.

“Class B Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class B Non-Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-1 to this Series Supplement, issued by a Class B Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-2 Noteholders, other than a Class B Ford Letter of Credit.

“Class B Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class B Non-Ford Letters of Credit, as specified therein, and (ii) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.14 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date and (b) the result of (x) the outstanding principal amount of the Series 2005-2 Demand Note on such date minus (y) the Class A Non-Ford Letter of Credit Amount.

“Class B Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Non-Ford Letter of Credit, as specified therein, and (b) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.8 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date.

“Class B Non-Ford Letter of Credit Provider” means the issuer of a Class B Non-Ford Letter of Credit.

“Class B Noteholders” means, collectively, the Class B-1 Noteholders, the Class B-2 Noteholders, the Class B-3 Noteholders, the Class B-4 Noteholders, the Class B-5 Noteholders and the Class B-6 Noteholders.

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“Class B Notes” means, collectively, the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, the Class B-4 Notes, the Class B-5 Notes and the Class B-6 Notes.

“Class B Notes Term Sheet” means with respect to each issuance of Class B Notes, the supplemental term sheet substantially in the form of Annex A to this Series Supplement setting forth the terms with respect to the Class B Notes being issued.

“Class B Notice of Reduction” means a notice in the form of Annex E to a Class B Letter of Credit.

“Class B Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class B Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Series 2005-2 Asset Amount over the Series 2005-2 Adjusted Principal Amount, in each case as of such date.

“Class B Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class B Principal Amount and the denominator of which is the Series 2005-2 Principal Amount.

“Class B Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-2 Demand Note and distributed to the Class B Noteholders in respect of amounts owing under the Class B Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3 Principal Amount, the Class B-4 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount as of such date.

“Class B Purchase Agreement” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Class B Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class B Required Enhancement Percentage as of such date and the Series 2005-2 Adjusted Principal Amount as of such date and (ii) the Class B Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-2 Limited Liquidation Event of Default, the Class B Required Enhancement Amount shall equal the lesser of (x) the Series 2005-2 Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class B Required Enhancement Percentage as of such date of determination and the Series 2005-2 Adjusted Principal Amount as of the date of the occurrence of such Series 2005-2 Limited Liquidation Event

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of Default and (2) the Class B Required Enhancement Incremental Amount as of such date of determination.

“Class B Required Enhancement Incremental Amount” means

(i)as of the Series 2005-2 Closing Date, $0; and

(ii)as of any date thereafter, the product of (A) the Series 2005-2 Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-2 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-2 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-2 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-2 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-2 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-2 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-2 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-2 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-2 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-2 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-2 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-2 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-2 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount

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over the Series 2005-2 Maximum Mercedes Amount as of such immediately preceding Business Day and (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class B Required Enhancement Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class B Required Liquidity Percentage as of such date times (ii) the Class B Adjusted Principal Amount on such date.

“Class B Required Liquidity Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class B Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iii) the Class A Letter of Credit Amount as of such date and (iv) the Class B Letter of Credit Amount as of such date.

“Class B 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 the Class B Required Liquidity Amount over the Class B Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-2 Letter of Credit Provider of such Class B Letter of Credit, and (b) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve Account Amount), in each case, as of such date.

“Class B Reserve Account” has the meaning specified in Section 2.13(a) of this Series Supplement.

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“Class B Reserve Account Collateral” has the meaning specified in Section 2.13(d) of this Series Supplement.

“Class B Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class B Required Reserve Account Amount, in each case, as of such date.

“Class B-1 Carryover Controlled Amortization Amount” means, with respect to the Class B-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-1 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount, the Class A-2 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-1 Controlled Distribution Amount, the Class A-2 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class B-1 Carryover Controlled Amortization Amount shall be zero.

“Class B-1 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-1 Notes

“Class B-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-1 Controlled Amortization Amount for such Related Month and any Class B-1 Carryover Controlled Amortization Amount for such Related Month.

“Class B-1 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-1 Initial Principal Amount” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Monthly Interest” means, with respect to any Series 2005-2 Interest Period, an amount equal to the product of (i) the Class B-1 Note Rate for such Series 2005-2 Interest Period, (ii) the Class B-1 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-2 Interest Period, the Class B-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360.

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“Class B-1 Note Rate” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

“Class B-1 Notes” means any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-7-1, Exhibit A-7-2, or Exhibit A-7-3.  Definitive Class B-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-1 Percentage” means, as of any date of determination, the percentage equivalent of fraction, the numerator of which is the Principal Amount with respect to the Class B-1 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-1 Notes and the Principal Amount with respect to the Class B-2 Notes.

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-1 Notes executed as of such date minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-1 Noteholders that have been rescinded or otherwise returned by the Class B-1 Noteholders for any reason.

“Class B-2 Carryover Controlled Amortization Amount” means, with respect to the Class B-2 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-2 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount, the Class A-2 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month was less than the Class A-1 Controlled Distribution Amount, the Class A-2 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class B-2 Carryover Controlled Amortization Amount shall be zero.

“Class B-2 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-2 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-2 Controlled Amortization Amount for such Related

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Month and any Class B-2 Carryover Controlled Amortization Amount for such Related Month.

“Class B-2 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-2 Initial Principal Amount” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-2 Note Rate” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

“Class B-2 Notes” means any one of the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-8-1, Exhibit A-8-2, or Exhibit A-8-3.  Definitive Class B-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-2 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-2 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-1 Notes and the Principal Amount with respect to the Class B-2 Notes.

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-2 Noteholders that have been rescinded or otherwise returned by the Class B-2 Noteholders for any reason.

“Class B-3 Carryover Controlled Amortization Amount” means, with respect to the Class B-3 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-3 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-3 Controlled Distribution Amount, the Class A-4 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-3 Controlled Distribution Amount, the Class A-4 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related

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Month in the Four-Year Notes Controlled Amortization Period, the Class B-3 Carryover Controlled Amortization Amount shall be zero.

“Class B-3 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-3 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-3 Controlled Amortization Amount for such Related Month and any Class B-3 Carryover Controlled Amortization Amount for such Related Month.

“Class B-3 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-3 Initial Principal Amount” shall have the meaning with respect to the Class B-3 Notes specified in the related Class B Notes Term Sheet.

“Class B-3 Monthly Interest” means, with respect to any Series 2005-2 Interest Period, an amount equal to the product of (i) the Class B-3 Note Rate for such Series 2005-2 Interest Period, (ii) the Class B-3 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-2 Interest Period, the Class B-3 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360.

“Class B-3 Note Rate” shall have the meaning with respect to the Class B-3 Notes specified in the related Class B Notes Term Sheet.

“Class B-3 Noteholder” means the Person in whose name a Class B-3 Note is registered in the Note Register.

“Class B-3 Notes” means any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-9-1, Exhibit A-9-2, or Exhibit A-9-3.  Definitive Class B-3 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-3 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-3 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-3 Notes and the Principal Amount with respect to the Class B-4 Notes.

“Class B-3 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-3 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-3 Notes minus (b) the amount of principal payments made to Class B-3 Noteholders on or prior to such date plus (c) the

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amount of any principal payments made to Class B-3 Noteholders that have been rescinded or otherwise returned by the Class B-3 Noteholders for any reason.

“Class B-4 Carryover Controlled Amortization Amount” means, with respect to the Class B-4 Notes for any Related Month during the Four-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-4 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-3 Controlled Distribution Amount, the Class A-4 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-3 Controlled Distribution Amount, the Class A-4 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-4 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Four-Year Notes Controlled Amortization Period, the Class B-4 Carryover Controlled Amortization Amount shall be zero.

“Class B-4 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes.

“Class B-4 Controlled Distribution Amount” means, with respect to any Related Month during the Four-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-4 Controlled Amortization Amount for such Related Month and any Class B-4 Carryover Controlled Amortization Amount for such Related Month.

“Class B-4 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-4 Initial Principal Amount” shall have the meaning with respect to the Class B-4 Notes specified in the related Class B Notes Term Sheet.

“Class B-4 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes.

“Class B-4 Note Rate” shall have the meaning with respect to the Class B-4 Notes specified in the related Class B Notes Term Sheet.

“Class B-4 Noteholder” means the Person in whose name a Class B-4 Note is registered in the Note Register.

“Class B-4 Notes” means any one of the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-4, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-10-1, Exhibit A-10-2, or Exhibit A-10-3.  Definitive Class B-4 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

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“Class B-4 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-4 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-3 Notes and the Principal Amount with respect to the Class B-4 Notes.

“Class B-4 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-4 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes minus (b) the amount of principal payments made to Class B-4 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-4 Noteholders that have been rescinded or otherwise returned by the Class B-4 Noteholders for any reason.

“Class B-5 Carryover Controlled Amortization Amount” means, with respect to the Class B-5 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-5 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-5 Controlled Distribution Amount, the Class A-6 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-5 Controlled Distribution Amount, the Class A-6 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-5 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class B-5 Carryover Controlled Amortization Amount shall be zero.

“Class B-5 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-5 Notes.

“Class B-5 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class B-5 Controlled Amortization Amount for such Related Month and any Class B-5 Carryover Controlled Amortization Amount for such Related Month.

“Class B-5 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-5 Initial Principal Amount” shall have the meaning with respect to the Class B-5 Notes specified in the related Class B Notes Term Sheet.

“Class B-5 Monthly Interest” means, with respect to any Series 2005-2 Interest Period, an amount equal to the product of (i) the Class B-5 Note Rate for such Series 2005-2 Interest Period, (ii) the Class B-5 Principal Amount on the first day of such Series 2005-2 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-2 Interest Period, the Class B-5 Initial

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Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-2 Interest Period and the denominator of which is 360.

“Class B-5 Note Rate” shall have the meaning with respect to the Class B-5 Notes specified in the related Class B Notes Term Sheet.

“Class B-5 Noteholder” means the Person in whose name a Class B-5 Note is registered in the Note Register.

“Class B-5 Notes” means any one of the Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class B-5, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-11-1, Exhibit A-11-2, or Exhibit A-11-3.  Definitive Class B-5 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-5 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-5 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-5 Notes and the Principal Amount with respect to the Class B-6 Notes.

“Class B-5 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-5 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-5 Notes minus (b) the amount of principal payments made to Class B-5 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-5 Noteholders that have been rescinded or otherwise returned by the Class B-5 Noteholders for any reason.

“Class B-6 Carryover Controlled Amortization Amount” means, with respect to the Class B-6 Notes for any Related Month during the Five-Year Notes Controlled Amortization Period, the lesser of (i) the Class B-6 Percentage of the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-5 Controlled Distribution Amount, the Class A-6 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month was less than the sum of the Class A-5 Controlled Distribution Amount, the Class A-6 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount for the previous Related Month and (ii) the Class B-6 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Five-Year Notes Controlled Amortization Period, the Class B-6 Carryover Controlled Amortization Amount shall be zero.

“Class B-6 Controlled Amortization Amount” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-6 Notes.

“Class B-6 Controlled Distribution Amount” means, with respect to any Related Month during the Five-Year Notes Controlled Amortization Period, an amount

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equal to the sum of the Class B-6 Controlled Amortization Amount for such Related Month and any Class B-6 Carryover Controlled Amortization Amount for such Related Month.

“Class B-6 Deficiency Amount” has the meaning specified in Section 2.3(g) of this Series Supplement.

“Class B-6 Initial Principal Amount” shall have the meaning with respect to the Class B-6 Notes specified in the related Class B Notes Term Sheet.

“Class B-6 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-6 Notes.

“Class B-6 Note Rate” shall have the meaning with respect to the Class B-6 Notes specified in the related Class B Notes Term Sheet.

“Class B-6 Noteholder” means the Person in whose name a Class B-6 Note is registered in the Note Register.

“Class B-6 Notes” means any one of the Series 2005-2 Fixed Rate Rental Car Asset Backed Notes, Class B-6, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-12-1, Exhibit A-12-2, or Exhibit A-12-3.  Definitive Class B-6 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-6 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Principal Amount with respect to the Class B-6 Notes and the denominator of which is the sum of the Principal Amount with respect to the Class B-5 Notes and the Principal Amount with respect to the Class B-6 Notes.

“Class B-6 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-6 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-6 Notes minus (b) the amount of principal payments made to Class B-6 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-6 Noteholders that have been rescinded or otherwise returned by the Class B-6 Noteholders for any reason.

“Class Enhancement Amount” means the Class A Adjusted Enhancement Amount and/or the Class B Adjusted Enhancement Amount, as the context may require.

“Class Enhancement Deficiency” means a Class A Enhancement Deficiency and/or a Class B Enhancement Deficiency, as the context may require.

“Class Liquidity Amount” means the Class A Adjusted Liquidity Amount and/or the Class B Adjusted Liquidity Amount, as the context may require.

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“Class Liquidity Deficiency” means a Class A Liquidity Deficiency and/or a Class B Liquidity Deficiency, as the context may require.

“Confirmation Condition” with respect to any Bankrupt Manufacturer means a condition that is satisfied when the bankruptcy court having jurisdiction over the Bankrupt Manufacturer issues an order that remains in effect approving: (i) the assumption of the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by the Bankrupt Manufacturer or the trustee in bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and, at the time of the assumption, all amounts due from the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured or (ii) the execution, delivery and performance by the Bankrupt Manufacturer of a new post-petition Eligible Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date the Bankrupt Manufacturer suffered an event of bankruptcy and, at the time of the execution and delivery of the new post-petition Eligible Manufacturer program, all amounts due and payable by the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured.

“Controlling Class” means the Class A Notes as long as any Class A Notes are Outstanding, and upon payment in full of the Class A Notes, the Class B Notes (in each case excluding any Series 2005-2 Notes held by HVF or any Affiliate of HVF).

“Deficiency Amount” means the Class A Deficiency Amount and/or the Class B Deficiency Amount, as the context may require.

“Demand Notice” has the meaning specified in Section 2.12(d) of this Series Supplement.

“Disbursement” means, each Class A Disbursement and/or Class B Disbursement, as the context may require.

“DTC Closing” shall occur when the Class A Notes that are Series 2005-2 Global Notes are cleared through DTC on the Series 2005-2 Closing Date.

“DTC Closing Availability” shall occur on the date that the Class A Notes are available to be cleared through DTC.

“Eligible Interest Rate Hedge Provider” means a counterparty to a Series 2005-2 Interest Rate Hedge who is a bank or other financial institution, that (A) has, or has all of its obligations under its Series 2005-2 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “A-1” from Standard & Poor’s and a long-term senior unsecured debt rating of at least “A+” from Standard & Poor’s, (B) has, or has all of its obligations under its Series 2005-2 Interest Rate Hedge guaranteed by a person that has, a short-term senior unsecured debt rating of

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“P-1” from Moody’s and a long-term senior unsecured debt rating of at least “A1” from Moody’s and (C) unless otherwise agreed to by Fitch, has, or has all of its obligations under its Series 2005-2 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “F1” from Fitch and a long-term senior unsecured debt rating of at least “A” from Fitch; provided that, for so long as any Class A Notes are Outstanding, each Eligible Interest Rate Hedge Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

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“Eligible Series Enhancement Account” means any Series Account the amount on deposit in which is included in the Enhancement Amount with respect to the related Series of Notes and the Series Supplement with respect to which provides that, if there are any Ford Reimbursement Obligations outstanding, amounts on deposit therein may only be applied to pay principal of, or interest on, the related Series of Notes or to pay such Ford Reimbursement Obligations.

“Excluded Redesignated Vehicle” means each Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such Vehicle.

“Financial Assets” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Five-Year Notes” means, collectively, the Class A-5 Notes, the Class A-6 Notes, the Class B-5 Notes and the Class B-6 Notes.

“Five-Year Notes Controlled Amortization Period” means the period commencing at the close of business on April 30, 2010 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2005-2 Rapid Amortization Period, and (ii) the date on which the Five-Year Notes are fully paid.

“Five-Year Notes Expected Final Payment Date” means the November 2010 Payment Date.

“Five-Year Notes Legal Final Payment Date” means the November 2011 Payment Date.

“Fleet Equity Amount” means, on any date of determination, the amount, if any, by which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount of cash and Permitted Investments on deposit in the (i) Class A Reserve Account, (ii) the Class B Reserve Account, (iii) the Class A Non-Ford Cash Collateral Account, (iv) the Class B Non-Ford Cash Collateral Account, (v) the Series 2005-2 Excess Collection Account after the required application of such funds in accordance with the priorities set forth in clauses (i) through (v) of Section 2.2(f) of this Series Supplement as of such date, (vi) the Series 2005-2 Collection Account and available for reduction of the Series 2005-2 Principal Amount as of such date, (vii) any Series-Specific Excess Collection Account (other than the Series 2005-2 Excess Collection Account) after the required application of such funds in accordance with the priorities set forth in the provisions of the related Series Supplement governing the distribution of amounts on deposit in such Series-Specific Excess Collection Account, other than amounts that are permitted to be released to HVF, (viii) any Series-Specific Collection Account (other than the Series 2005-2 Collection Account) and available for reduction of the Principal Amount with respect to the related Series as of such date and (ix) any other Eligible

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Series Enhancement Account exceeds the aggregate Principal Amount of each Outstanding Series of Notes on such date.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Minimum Fleet Equity Amount as of such date.

“Ford Letter of Credit” means an irrevocable letter of credit issued for the account of Ford or an affiliate thereof in favor of the Trustee for the benefit of a Series of Notes or a class of a Series of Notes.

“Ford LOC Disbursement” means any Class A LOC Credit Disbursement under a Class A Ford Letter of Credit or any Class B LOC Credit Disbursement under a Class B Ford Letter of Credit.

“Ford LOC Exposure Amount” means, on any date of determination, the sum of (a) the aggregate amount available to be drawn under all outstanding Ford Letters of Credit on such date, (b) the stated amount of Ford Letters of Credit that Ford is committed to provide to HVF on such date, after giving effect to the issuance of the Ford Letters of Credit referenced in clause (a), (c) the aggregate amount of cash and Permitted Investments on deposit in any Series Account (including the Class A Ford Cash Collateral Account and the Class B Ford Cash Collateral Account) funded by an amount drawn under a Ford Letter of Credit on such date and (d) (without double counting any amount included in the preceding clause (c)) any outstanding Ford Reimbursement Obligations on such date.

“Ford Reimbursement Obligations” means any and all obligations of HVF set forth in Section 2.16 of this Series Supplement and any other payment obligation of HVF in respect of a Ford Letter of Credit set forth in any other Series Supplement; provided, however, that no Ford Reimbursement Obligation in respect of a disbursement made under a Ford Letter of Credit shall arise until such time as Ford has reimbursed the provider of such Ford Letter of Credit for such disbursement.

“Four-Year Notes” means, collectively, the Class A-3 Notes, the Class A-4 Notes, the Class B-3 Notes and the Class B-4 Notes.

“Four-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2009 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2005-2 Rapid Amortization Period, and (ii) the date on which the Four-Year Notes are fully paid.

“Four-Year Notes Expected Final Payment Date” means the February 2010 Payment Date.

“Four-Year Notes Legal Final Payment Date” means the February 2011 Payment Date.

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“HVF Service Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to HVF Service Vehicles as of such date.

“HVF Service Vehicles” means, an HVF Vehicle used by Hertz’s employees, or to the extent permitted under the HVF Lease, employees of Hertz Equipment Rental Corporation.

“Hyundai Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is three months after the earlier of (i) the date such Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such Vehicle first occurred.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF including, without limitation, any amounts owing from HVF under each Series 2005-2 Interest Rate Hedge (other than Monthly Hedge Payments).

“Initial Class B Interest Period” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Initial Class B Notes Term Sheet” means the Class B Notes Term Sheet relating to the initial issuance of Class B Notes.

“Initial Purchaser” means each of Lehman Brothers Inc., Deutsche Bank Securities Inc., Merrill Lynch Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., J.P. Morgan Securities Inc., BNP Paribas, Greenwich Capital Markets, Inc. and Calyon Securities (USA) Inc., each as an initial purchaser under the Class A Purchase Agreement.

“Insurance Agreement” means the Insurance Agreement, dated as of December 21, 2005, among the Insurer, the Trustee and HVF, which shall constitute an “Enhancement Agreement” with respect the Class A Notes for all purposes under the Indenture.

“Insurance Policy” means the Note Guaranty Insurance Policy No. AB0953BE, dated December 21, 2005, issued by the Insurer.

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“Insured Principal Deficit Amount” means, with respect to any Payment Date, the excess, if any, of (a) the Class A Outstanding Principal Amount measured as of such Payment Date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the sum on such Payment Date of (i) the Class A Asset Amount, (ii) the Class A Available Reserve Account Amount, (iii) the Class A Letter of Credit Amount, (iv) the Class B Available Reserve Account Amount, (v) the Class B Letter of Credit Amount, (vi) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Excess Collection Account and (vii) the amount on deposit in the Series 2005-2 Distribution Account and allocated to effect a redemption of the Class A Notes of any Class.

“Insurer” means Ambac Assurance Corporation, a Wisconsin stock insurance corporation.  The Insurer shall constitute an “Enhancement Provider” with respect to the Class A Notes for all purposes under the Indenture and the other Related Documents.

“Insurer Default” means (i) any failure by the Insurer to pay a demand for payment made in accordance with the requirements of the Insurance Policy and such failure shall not have been cured or (ii) the occurrence of an Insurer Insolvency Event with respect to the Insurer.

“Insurer Fee” has the meaning set forth in the Insurance Agreement.

“Insurer Insolvency Event” shall be deemed to have occurred with respect to the Insurer if:

(a)a rehabilitation or liquidation proceeding shall be commenced against the Insurer, without the consent of the Insurer, seeking the rehabilitation or liquidation of the Insurer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Insurer or all or any substantial part of its assets, or any similar action with respect to the Insurer under any law relating to rehabilitation, liquidation, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or

(b)the Insurer shall commence a voluntary proceeding under any applicable rehabilitation, 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 the Insurer or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c)the board of directors of the Insurer shall vote to implement any of the actions set forth in clause (b) above.

“Insurer Reimbursement Amounts” means, as of any date of determination, (i) an amount equal to the aggregate of any amounts due as of such date to the Insurer

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pursuant to the Insurance Agreement in respect of unreimbursed draws under the Insurance Policy, including interest thereon determined in accordance with the Insurance Agreement, and (ii) an amount equal to the aggregate of any other amounts due as of such date to the Insurer pursuant to the Insurance Agreement (other than the Insurer Fee).

“Interest Rate Hedge Provider” means HVF’s counterparty under a Series 2005-2 Interest Rate Hedge.  Each Interest Rate Hedge Provider, for so long as such Interest Rate Hedge Provider is not in default under its Series 2005-2 Interest Rate Hedge, and such Series 2005-2 Interest Rate Hedge continues to be in effect, shall constitute an “Enhancement Provider” with respect to the Series 2005-2 Notes for all purposes under the Indenture and the other Related Documents.

“Jaguar Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Jaguar as of such date.

“Kia Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Land Rover Program Amount and the Land Rover Non-Program Amount as of such date.

“Land Rover Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Land Rover as of such date.

“Land Rover Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Land Rover as of such date.

“Lease Payment Deficit Notice” has the meaning specified in Section 2.3(c) of this Series Supplement.

“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the context may require.

“Lexus Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Lexus as of such date.

“LIBOR Determination Date” means, with respect to any Series 2005-2 Interest Period, the second London Business Day preceding the first day of such Series 2005-2 Interest Period.

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“LOC Preference Payment Disbursement” means a Class A LOC Preference Payment Disbursement and/or a Class B LOC Preference Payment Disbursement, as the context may require.

“London Business Day” means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this

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definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Market Value Average” means, as of any day on or after the third Determination 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 such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of all

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Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of the preceding Determination Date and the two Determination Dates precedent thereto.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Mazda Program Amount and the Mazda Non-Program Amount as of such date.

“Mazda Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Mazda as of such date.

“Mazda Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mitsubishi as of such date.

“Monthly Hedge Payment” means, for any Payment Date, the excess, if any, of (i) the aggregate amount payable by HVF as the “Fixed Amount” under each Series 2005-2 Interest Rate Hedge on such Payment Date over (ii) the aggregate amount payable to HVF as the “Floating Amount” under each such Series 2005-2 Interest Rate Hedge on such Payment Date, in each case excluding any termination payments under such Series 2005-2 Interest Rate Hedges.

“Monthly Total Principal Allocation” means for any Related Month the sum of all Series 2005-2 Principal Allocations with respect to such Related Month plus any amounts deposited in the Series 2005-2 Collection Account pursuant to Section 2.3(h)(vi)(B) of this Series Supplement.

“New York UCC” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the

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Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date

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under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Investment Grade Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or the Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Eligible Program Manufacturer Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Eligible Program Manufacturers of an amount, with respect to each Non-Investment Grade Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Eligible Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Investment Grade Eligible Program Manufacturer, all amounts receivable (other than

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amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Investment Grade Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Investment Grade Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Manufacturers of an amount, with respect to each Non-Investment Grade Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent

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that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Manufacturer and not turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to its Manufacturer Program with such Non-Investment Grade Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which

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is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

“One-Month LIBOR” means, with respect to the initial Series 2005-2 Interest Period, 4.38%, and for each subsequent Series 2005-2 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such Series 2005-2 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series 2005-2 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2005-2 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, “One-Month LIBOR” for such Series 2005-2 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2005-2 Interest Period.

“Outstanding” means with respect to the Series 2005-2 Notes, all Series 2005-2 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2005-2 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2005-2 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2005-2 Distribution Account and are available for payment of such Series 2005-2 Notes, and Series 2005-2 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2005-2 Notes in exchange for or in lieu of other Series 2005-2 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2005-2 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-2 Demand Note and distributed to the Series 2005-2 Noteholders in respect of amounts owing under the Series 2005-2 Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

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“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Series 2005-2 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Series 2005-2 Asset Amount on such date; provided, however, the Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Series 2005-2 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Series 2005-2 Asset Amount on such date and (2) the lesser of (a) the Series 2005-2 Liquidity Amount on such date and (b) the Series 2005-2 Required Liquidity Amount on such date.

“Pro Rata Share” means, (a) with respect to any Series 2005-2 Non-Ford Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-2 Non-Ford Letter of Credit Provider’s Series 2005-2 Non-Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-2 Non-Ford Letters of Credit relating to the same Class of Series 2005-2 Notes as such Series 2005-2 Non-Ford Letter of Credit Provider’s Series 2005-2 Non-Ford Letter of Credit, as of such date and (b) with respect to any Series 2005-2 Ford Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-2 Ford Letter of Credit Provider’s Series 2005-2 Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-2 Ford Letters of Credit relating to the same Class of Series 2005-2 Notes as such Series 2005-2 Ford Letter of Credit Provider’s Series 2005-2 Ford Letter of Credit, as of such date; provided, that only for purposes of calculating the Pro Rata Share with respect to any Series 2005-2 Letter of Credit Provider as of any date, if such Series 2005-2 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2005-2 Letter of Credit made prior to such date, the available amount under such Series 2005-2 Letter of Credit Provider’s Series 2005-2 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 Series 2005-2 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Series 2005-2 Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Series 2005-2 Letter of Credit).

“QIB” has the meaning specified in Section 5.1(d) of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2005-2 Notes, Standard & Poor’s, Moody’s and Fitch and any other nationally recognized rating agency rating the Series 2005-2 Notes at the request of HVF.

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“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof.

“Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 5.3(b) of this Series Supplement.

“Required Minimum Fleet Equity Amount” means, on any date of determination, an amount equal to four times the Ford LOC Exposure Amount as of such date.

“Required Noteholders” means with respect to the Series 2005-2 Notes, subject to Section 6.6 of this Series Supplement, Series 2005-2 Noteholders holding more than 50% of the Series 2005-2 Principal Amount (excluding any Series 2005-2 Notes held by HVF or any Affiliate of HVF).

“Restricted Global Notes” has the meaning specified in Section 5.2(b) of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes, and all other Series 2005-2 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Section 5 of this Series Supplement.

“Restricted Period” means, with respect to any Series 2005-2 Notes issued on the Series 2005-2 Closing Date, the period commencing on such Series 2005-2 Closing Date and ending on the 40th day after such Series 2005-2 Closing Date, and with respect to any Class B Notes issued on a Series 2005-2 Class B Notes Closing Date, the period commencing on such Series 2005-2 Class B Notes Closing Date and ending on the 40th day after such Series 2005-2 Class B Notes Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means the Servicer’s Senior Term Facility and Senior ABL Facility, each of which will be provided under credit agreements, to be dated as of the date hereof, among the Servicer and (with respect to the Senior ABL Facility only) Hertz Equipment Rental Corporation and certain of the Servicer’s other subsidiaries, as borrower, Deutsche Bank AG Cayman Islands Branch Inc., as administrative agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch Capital Corporation,

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as sole documentation agent, and the other financial institutions party thereto from time to time.

“Series 2005-1 Notes” means the Series 2005-1 Medium Term Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-2 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2005-2 Notes as of such date, (ii) the Insurer Fee, if any, accrued to such date and payable by HVF on the next succeeding Payment Date, (iii) any other amounts due or accrued as of such date and payable to the Insurer pursuant to the Insurance Agreement (other than unreimbursed amounts drawn under the Insurance Policy to pay the principal of the Series 2005-2 Notes) on or prior to the next succeeding Payment Date, (iv) the Monthly Hedge Payment and (v) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2005-2 Percentage as of the Determination Date immediately preceding such Payment Date.

“Series 2005-2 Accrued Interest Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-2 Adjusted Principal Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class B Adjusted Principal Amount, in each case, as of such date.

“Series 2005-2 Asset Amount” means, as of any date of determination, the product of (i) the Series 2005-2 Invested Percentage (with respect to principal) as of such date and (ii) the Aggregate Asset Amount as of such date.

“Series 2005-2 Cash Collateral Accounts” means the Class A Cash Collateral Account and the Class B Cash Collateral Account.

“Series 2005-2 Class B Notes Closing Date” means, with respect to any issuance of Class B Notes, the date specified in the Class B Notes Term Sheet related to such issuance of Class B Notes.

“Series 2005-2 Closing Account” has the meaning specified in Section 2.17(a) of this Series Supplement.

“Series 2005-2 Closing Account Collateral” has the meaning specified in Section 2.17(c) of this Series Supplement.

“Series 2005-2 Closing Date” means December 21, 2005.

“Series 2005-2 Collateral” means the Collateral, any Series 2005-2 Interest Rate Hedges, each Series 2005-2 Letter of Credit, the Series 2005-2 Series

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Account Collateral, the Class A Cash Collateral Account Collateral, the Class B Cash Collateral Account Collateral, the Series 2005-2 Demand Note, the Series 2005-2 Distribution Account Collateral, the Class A Reserve Account Collateral, the Class B Reserve Account Collateral and the Series 2005-2 Closing Account Collateral.

“Series 2005-2 Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-2 Controlled Amortization Period” means the Three-Year Notes Controlled Amortization Period, the Four-Year Notes Controlled Amortization Period or the Five-Year Notes Controlled Amortization Period, as the context requires.

“Series 2005-2 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

“Series 2005-2 Demand Note Payment Amount” means, as of any date of determination, the excess, if any, of (a) the aggregate amount of all proceeds of demands made on the Series 2005-2 Demand Note that were deposited into the Series 2005-2 Distribution Account and paid to the Series 2005-2 Noteholders during the one year period ending on such date of determination over (b) the amount of any Preference Amount relating to such proceeds that has been repaid to HVF (or any payee of HVF) with the proceeds of any LOC Preference Payment Disbursement (or any withdrawal from any Series 2005-2 Cash Collateral Account); provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred on or before such date of determination, the Series 2005-2 Demand Note Payment Amount shall equal (i) on any date of determination until the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon which the statute of limitations in respect of avoidance actions in such proceedings has run or when such actions otherwise become unavailable to the bankruptcy estate), the Series 2005-2 Demand Note Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy and (ii) on any date of determination thereafter, $0.

“Series 2005-2 Deposit Date” has the meaning specified in Section 2.2 of this Series Supplement.

“Series 2005-2 Designated Account” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Series 2005-2 Distribution Account” has the meaning specified in Section 2.9(a) of this Series Supplement.

“Series 2005-2 Distribution Account Collateral” has the meaning specified in Section 2.9(d) of this Series Supplement.

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“Series 2005-2 Excess Collection Account” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-2 Ford Letter of Credit” means each Class A Ford Letter of Credit and each Class B Ford Letter of Credit, as the context may require.

“Series 2005-2 Ford Letter of Credit Provider” means each Class A Ford Letter of Credit Provider and each Class B Ford Letter of Credit Provider, as the context may require.

“Series 2005-2 Ford Letter of Credit Termination Date” means the date on which (i) all Series 2005-2 Ford Letters of Credit have expired or been terminated and returned to the Series 2005-2 Ford Letter of Credit Provider thereof, (ii) no Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all amounts distributable to Ford hereunder from the Series 2005-2 Cash Collateral Accounts.

“Series 2005-2 Global Note” means a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Series 2005-2 Interest Period” means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2005-2 Interest Period shall commence on and include the Series 2005-2 Closing Date and end on and include January 24, 2006.

“Series 2005-2 Interest Rate Hedge” is defined in Section 2.11(a) of this Series Supplement; provided that for the avoidance of doubt each Series 2005-2 Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”, but shall not constitute a “Swap Agreement” for all purposes under the Base Indenture or any other Related Document.

“Series 2005-2 Invested Percentage” means, on any date of determination:

(a)when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2005-2 Required Adjusted Asset Amount, determined during the Series 2005-2 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-2 Closing Date, on the Series 2005-2 Closing Date), or, the Series 2005-2 Required Adjusted Asset Amount, determined during the Series 2005-2 Controlled Amortization Period and the Series 2005-2 Rapid Amortization Period as of the last day of the Series 2005-2 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-2 Closing Date, as of the Series 2005-2 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

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(b)when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2005-2 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2005-2 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-2 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-2 Accrued Interest Account from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-2 Lease Payment Deficit” means either a Series 2005-2 Lease Interest Payment Deficit or a Series 2005-2 Lease Principal Payment Deficit.

“Series 2005-2 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 Series 2005-2 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2005-2 Distribution Account pursuant to Section 2.5(d) of this Series Supplement on such preceding Payment Date on account of such Series 2005-2 Lease Principal Payment Deficit.

“Series 2005-2 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2005-2 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2005-2 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2005-2 Letter of Credit” means a Class A Letter of Credit and/or a Class B Letter of Credit, as the context may require.

“Series 2005-2 Letter of Credit Provider” means a Class A Letter of Credit Provider and/or a Class B Letter of Credit Provider, as the context may require.

“Series 2005-2 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (k) of Article III of this Series Supplement that continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however, that any event or condition of the type specified in clauses (a) through (i) shall cease to constitute a Series 2005-2 Limited Liquidation Event of Default if (i) within such thirty (30) day period, such Amortization Event shall have been cured and (ii) the Trustee shall have received from the Series 2005-2 Noteholders holding more than 50% of the

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Controlling Class a waiver of the occurrence of such Series 2005-2 Limited Liquidation Event of Default.

“Series 2005-2 Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each case on such date.

“Series 2005-2 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 15%).

“Series 2005-2 Maximum Amount” means any of the Series 2005-2 Maximum Hyundai Amount, the Series 2005-2 Maximum Jaguar Amount, the Series 2005-2 Maximum Kia Amount, the Series 2005-2 Maximum Land Rover Amount, the Series 2005-2 Maximum Mazda Amount, the Series 2005-2 Maximum Mitsubishi Amount, the Series 2005-2 Maximum Subaru Amount, the Series 2005-2 Maximum Volvo Amount, the Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2005-2 Maximum Non-Eligible Manufacturer Amount, the Series 2005-2 Maximum Non-Eligible Vehicle Amount, the Series 2005-2 Maximum Audi Amount, the Series 2005-2 Maximum BMW Amount, the Series 2005-2 Maximum Lexus Amount, the Series 2005-2 Maximum Mercedes Amount, the Series 2005-2 Maximum Aggregate BMW/Lexus Mercedes Amount and the Series 2005-2 Maximum HVF Service Vehicle Amount.

“Series 2005-2 Maximum Audi Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 8%).

“Series 2005-2 Maximum BMW Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-2 Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted Aggregate Asset Amount on such day.

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“Series 2005-2 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Kia Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-2 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, with respect to any Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2005-2 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Mercedes Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-2 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-2 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 65% of the Adjusted Aggregate Asset Amount.

“Series 2005-2 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

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“Series 2005-2 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-2 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-2 Collection Account if all payments required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 2.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-2 Collection Account (without giving effect to any amounts deposited into the Series 2005-2 Accrued Interest Account pursuant to the proviso in Section 2.2(c)(ii) of this Series Supplement) from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-2 Non-Ford Letter of Credit” means each Class A Non-Ford Letter of Credit and each Class B Non-Ford Letter of Credit, as the context may require.

“Series 2005-2 Non-Ford Letter of Credit Provider” means each Class A Non-Ford Letter of Credit Provider and each Class B Non-Ford Letter of Credit Provider, as the context may require.

“Series 2005-2 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-3 Note Rate, the Class A-4 Note Rate, the Class A-5 Note Rate, the Class A-6 Note Rate, the Class B-1 Note Rate, the Class B-2 Note Rate, the Class B-3 Note Rate, the Class B-4 Note Rate, the Class B-5 Note Rate or the Class B-6 Note Rate, as the context may require.

“Series 2005-2 Note Owner” means, with respect to a Series 2005-2 Global Note, the Person who is the beneficial owner of an interest in such Series 2005-2 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Series 2005-2 Noteholders” means, collectively, the Class A Noteholders and the Class B Noteholders.

“Series 2005-2 Notes” means, collectively, the Class A Notes and the Class B Notes.

“Series 2005-2 Past Due Rent Payment” has the meaning specified in Section 2.2(d) of this Series Supplement.

“Series 2005-2 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2005-2 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

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“Series 2005-2 Principal Allocation” has the meaning specified in Section 2.2 (a)(ii) of this Series Supplement.

“Series 2005-2 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.

“Series 2005-2 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2005-2 Notes and ending upon the earlier to occur of (i) the date on which (A) the Series 2005-2 Notes are fully paid, (B) the Insurer has been paid all Insurer Fees and all Insurer Reimbursement Amounts then due, (C) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-2 Interest Rate Hedge, and (D) the Series 2005-2 Ford Letter of Credit Termination Date and (ii) the termination of the Indenture.

“Series 2005-2 Rating Agency Condition” means, with respect to the Series 2005-2 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency shall have notified HVF, the Insurer and the Trustee in writing that such action will not result in a reduction or withdrawal of the ratings of the Class A Notes (both with and without regard to the Insurance Policy in effect immediately before the taking of such action) or the Class B Notes.

“Series 2005-2 Required Adjusted Asset Amount” means, as of any date of determination, the sum of (i) the excess, if any, of (A) the Class A Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Collection Account that, in the case of each of (i)(B)(1) and (i)(B)(2), is required to be applied to reduce the Class A Principal Amount, as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-2 Collection Account that, in the case of each of (ii)(B)(1) and (ii)(B)(2),is required to be applied to reduce the Class B Principal Amount, as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-2 Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the Class B Adjusted Principal Amount as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-2 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the

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Series 2005-2 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Series 2005-2 Required Liquidity Amount” means, as of any date of determination, an amount equal to the sum of (i) the Class A Required Liquidity Amount and (ii) the Class B Required Liquidity Amount, in each case on such date.

“Series 2005-2 Revolving Period” means the period from and including the Series 2005-2 Closing Date to the earlier of (i) the commencement of the Series 2005-2 Rapid Amortization Period and (ii) the commencement of the Three-Year Notes Controlled Amortization Period; provided that if the Three-Year Notes are paid in full on or prior to the Three-Year Notes Expected Final Payment Date and the Insurer has been paid all Insurer Fees and Insurer Reimbursement Amounts due to the Insurer on such Three-Year Notes Expected Final Payment Date, then the Series 2005-2 Revolving Period shall recommence and shall also include the period from and including the Determination Date immediately preceding the Payment Date on which the Three-Year Notes are paid in full and continue to the earlier of (i) the commencement of the Four-Year Notes Controlled Amortization Period and (ii) the commencement of the Series 2005-2 Rapid Amortization Period; provided that if the Four-Year Notes are paid in full on or prior to the Four-Year Notes Expected Final Payment Date and the Insurer has been paid all Insurer Fees and Insurer Reimbursement Amounts due to the Insurer on such Four-Year Notes Expected Final Payment Date, then the Series 2005-2 Revolving Period shall recommence and shall also include the period from and including the Determination Date immediately preceding the Payment Date on which the Four-Year Notes are paid in full and continue to the earlier of (i) the commencement of the Five-Year Notes Controlled Amortization Period and (ii) the commencement of the Series 2005-2 Rapid Amortization Period.

“Series 2005-2 Series Account Collateral” has the meaning specified in Section 2.1(d) of this Series Supplement.

“Series 2005-2 Series Accounts” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Series 2005-3 Notes” means the Series 2005-3 Variable Funding Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-4 Notes” means the Series 2005-4 Variable Funding Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

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“Series-Specific Collection Account” means the collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such collection account to the payment of Ford Reimbursement Obligations, after the payment of principal of such Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series-Specific Excess Collection Account” means the excess collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such excess collection account to the payment of Ford Reimbursement Obligations after the payment of principal of such Series of Notes or any other Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series Supplement” has the meaning set forth in the preamble.

“Servicer Event of Default” means the occurrence of an event that results in amounts due under the Servicer’s Senior Credit Facilities becoming immediately due and payable and that has not been waived by the lenders under such facilities.

“Shadow Rating” means the rating of the Class A Notes by Standard & Poor’s or Moody’s, as applicable, without giving effect to the Insurance Policy.

“Subaru Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case with respect to Subaru as of such date.

“Telerate Page 3750” means the display page so designated on the Moneyline Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF

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Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer and approved by each Rating Agency that is rating any Series of Notes and, so long as any Class A Notes are Outstanding, the Insurer (such approval not to be unreasonably withheld or delayed), at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Servicer.

“Three-Year Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes.

“Three-Year Notes Controlled Amortization Period” means the period commencing at the close of business on July 31, 2008 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2005-2 Rapid Amortization Period, and (ii) the date on which the Three-Year Notes are fully paid.

“Three-Year Notes Expected Final Payment Date” means the February 2009 Payment Date.

“Three-Year Notes Legal Final Payment Date” means the February 2010 Payment Date.

“Top Two Non-Investment Grade EPM Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such

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date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the

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Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturers” means, as of any date of determination, the two Non-Investment Grade Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such Non-Investment Grade Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers) and amounts receivable from such Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers), in each case as of such date.

“Unrestricted Global Notes” has the meaning specified in Section 5.4(d) of this Series Supplement.

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“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Volvo Program Amount and the Volvo Non-Program Amount as of such date.

“Volvo Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Volvo as of such date.

“Volvo Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Volvo as of such date.

ARTICLE II

SERIES 2005-2 ALLOCATIONS

With respect to the Series 2005-2 Notes only, the following shall apply:

Section 2.1.Series 2005-2 Series Accounts.

(a)Establishment of Series 2005-2 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider three accounts: the Series 2005-2 Collection Account (such account, the “Series 2005-2 Collection Account”), the Series 2005-2 Accrued Interest Account (such account, the “Series 2005-2 Accrued Interest Account”) and the Series 2005-2 Excess Collection Account (such account, the “Series 2005-2 Excess Collection Account” and, together with the Series 2005-2 Collection Account and the Series 2005-2 Accrued Interest Account, the “Series 2005-2 Series Accounts”).  Each Series 2005-2 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  Each Series 2005-2 Series Account shall be an Eligible Deposit Account.  If a Series 2005-2 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2005-2 Series Account is no longer an Eligible Deposit Account, establish a new Series 2005-2 Series Account that is an Eligible Deposit Account.  If a new Series 2005-2 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-2 Series Account into the new Series 2005-2 Series Account.  Initially, each of the Series 2005-2 Series Accounts will be established with The Bank of New York.

(b)Administration of the Series 2005-2 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2005-2 Series Accounts to invest funds on deposit in such Series 2005-2 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2005-2 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received (including

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funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-2 Excess Collection Account) and (y) any such investment in the Series 2005-2 Collection Account or the Series 2005-2 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-2 Collection Account or Series 2005-2 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-2 Series Accounts shall remain uninvested.

(c)Earnings from Series 2005-2 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-2 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)Series 2005-2 Series Accounts Constitute Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-2 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-2 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-2 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-2 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-2 Series Account Collateral”).

Section 2.2.Allocations with Respect to the Series 2005-2 Notes.  The net proceeds from the initial sale of the Class A Notes will be deposited into the Series 2005-2 Closing Account on the Series 2005-2 Closing Date.  The Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 4:00 a.m. (New York City time) on the Series 2005-2 Closing Date, as to the manner in which to apply all amounts so deposited into the Series 2005-2 Closing Account; provided that all amounts on deposit in the Series 2005-2 Closing Account shall be applied in accordance

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with the priority of payments specified in Section 2.2(f) of this Series Supplement, as if such funds were on deposit in the Series 2005-2 Excess Collection Account.  The Trustee shall withdraw any amounts remaining in the Series 2005-2 Closing Account as of 9:30 a.m. on the Series 2005-2 Closing Date and deposit such amounts in the Series 2005-2 Excess Collection Account.  The net proceeds from the initial sale of any Class B Notes on a Series 2005-2 Class B Notes Closing Date will be deposited into the Series 2005-2 Excess Collection Account.  All amounts payable to HVF under any Series 2005-2 Interest Rate Hedges will be deposited into the Series 2005-2 Collection Account.  On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2005-2 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.2:

(a)Allocations of Collections During the Series 2005-2 Revolving Period.  During the Series 2005-2 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2005-2 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2005-2 Collection Account an amount equal to the sum of (A) the Series 2005-2 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2005-2 Interest Rate Hedges.  All such amounts deposited into the Series 2005-2 Collection Account shall thereafter be deposited into the Series 2005-2 Accrued Interest Account; and

(ii)allocate to and deposit in the Series 2005-2 Excess Collection Account (A) an amount equal to the Series 2005-2 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day and (B) on the Series 2005-2 Closing Date, the net proceeds from the issuance of the Series 2005-2 Notes (for any such day, the “Series 2005-2 Principal Allocation”).

(b)Allocations of Collections During any Series 2005-2 Controlled Amortization Period.  During any Series 2005-2 Controlled Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2005-2 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2005-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2005-2 Accrued Interest Account; and

(ii)(A) with respect to the Three-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2005-2 Collection Account an amount equal to the Series 2005-2 Principal Allocation for such day,

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which amount shall be used to make principal payments on the next succeeding Payment Date (I) on a pro rata basis in respect of the Class A-1 Notes and the Class A-2 Notes until the Class A-1 Controlled Distribution Amount and the Class A-2 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full and (II) once the Class A-1 Controlled Distribution Amount and the Class A-2 Controlled Distribution Amount with respect to such Payment Date have been paid in full, on a pro rata basis in respect of the Class B-1 Notes and the Class B-2 Notes until the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2005-2 Collection Account from the Series 2005-2 Excess Collection Account on the first day of such Related Month pursuant to Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-1 Controlled Distribution Amount, the Class A-2 Controlled Distribution Amount, the Class B-1 Controlled Distribution Amount and the Class B-2 Controlled Distribution Amount, in each case with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2005-2 Excess Collection Account; (B) with respect to the Four-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2005-2 Collection Account an amount equal to the Series 2005-2 Principal Allocation for such day, which amount shall be used to make principal payments on the next succeeding Payment Date (I) on a pro rata basis in respect of the Class A-3 Notes and the Class A-4 Notes until the Class A-3 Controlled Distribution Amount and the Class A-4 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full and (II) once the Class A-3 Controlled Distribution Amount and the Class A-4 Controlled Distribution Amount with respect to such Payment Date have been paid in full, on a pro rata basis in respect of the Class B-3 Notes and the Class B-4 Notes until the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full; provided, however, that if the Monthly Total Principal Allocation for the current Related Month (together with the amount deposited in the Series 2005-2 Collection Account from the Series 2005-2 Excess Collection Account on the first day of such Related Month pursuant to Section 2.2(f) of this Series Supplement) exceeds the sum of the Class A-3 Controlled Distribution Amount, the Class A-4 Controlled Distribution Amount, the Class B-3 Controlled Distribution Amount and the Class B-4 Controlled Distribution Amount, in each case with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2005-2 Excess Collection Account; and (C) with respect to the Five-Year Notes Controlled Amortization Period, allocate to and deposit in the Series 2005-2 Collection Account an amount equal to the Series 2005-2 Principal Allocation for such day, which amount shall be used to make principal payments on the next succeeding Payment Date (I) on a pro rata basis in respect of the Class A-5 Notes and the Class A-6 Notes until the Class A-5 Controlled Distribution Amount and the Class A-6 Controlled

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Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full and (II) once the Class A-5 Controlled Distribution Amount and the Class A-6 Controlled Distribution Amount with respect to such Payment Date have been paid in full, on a pro rata basis in respect of the Class B-5 Notes and the Class B-6 Notes until the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount with respect to the Related Month related to such Payment Date have been paid in full; provided, however, that if the Monthly Total Principal Allocation for the current Related Month, (together with the amount deposited in the Series 2005-2 Collection Account from the Series 2005-2 Excess Collection Account on the first day of such Related Month pursuant to Section 2.2(f) of this Series Supplement), exceeds the sum of the Class A-5 Controlled Distribution Amount, the Class A-6 Controlled Distribution Amount, the Class B-5 Controlled Distribution Amount and the Class B-6 Controlled Distribution Amount, in each case with respect to such Related Month, then the amount of such excess shall be deposited into the Series 2005-2 Excess Collection Account.

(c)Allocations of Collections During the Series 2005-2 Rapid Amortization Period.  During the Series 2005-2 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2005-2 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)allocate to and deposit in the Series 2005-2 Collection Account an amount determined as set forth in Section 2.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2005-2 Accrued Interest Account; and

(ii)allocate to and deposit in the Series 2005-2 Collection Account an amount equal to the Series 2005-2 Principal Allocation for such day, which amount shall be used to make principal payments (I) on a pro rata basis in respect of the Class A Notes until the Class A Notes have been paid in full, (II) once the Class A Notes have been paid in full, on a pro rata basis in respect of the Class B Notes until the Class B Notes have been paid in full, (III) once the Class B Notes have been paid in full, to Ford, all unpaid Ford Reimbursement Obligations until Ford has been paid in full, and (IV) once Ford has been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, on a pro rata basis to each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-2 Interest Rate Hedge; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2005-2 Notes, any amounts payable to the Trustee in respect of any Series 2005-2 Interest Rate Hedges and other amounts available pursuant to Section 2.3 of this Series Supplement to pay Class A Adjusted Monthly Interest and the Monthly Hedge Payment on the next succeeding Payment Date will be less than the sum of the Class A Adjusted Monthly Interest

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and the Monthly Hedge Payment for such Payment Date and (B) the Class A Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2005-2 Collection Account a portion of the Principal Collections allocated to the Series 2005-2 Notes during the Related Month equal to the lesser of such insufficiency and the Class A Enhancement Amount and deposit such amount into the Series 2005-2 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

(d)Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2005-2 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2005-2 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2005-2 Collection Account an amount equal to the Series 2005-2 Invested Percentage as of the date of the occurrence of such Series 2005-2 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2005-2 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2005-2 Collection Account and apply the Series 2005-2 Past Due Rent Payment in the following order:

(i)if the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in a demand for payment being made under the Insurance Policy, pay to the Insurer an amount equal to the lesser of (x) the unreimbursed amount of the payment made by the Insurer under the Insurance Policy in respect of such demand and (y) the amount of the Series 2005-2 Past Due Rent Payment;

(ii)if the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class A LOC Credit Disbursement and (y) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payment pursuant to clause (i) above;

(iii)if the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A Ford Cash Collateral Account, deposit in the Class A Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Class A Ford Cash Collateral Account on account of such Series 2005-2 Lease Payment Deficit;

(iv)if the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Non-Ford Letters of Credit, pay to each Class A Non-Ford Letter of Credit Provider who made such a Class A LOC Credit

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Disbursement for application in accordance with the provisions of the applicable Class A Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement and (y) such Class A Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement, of the amount of the Series 2005-2 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (iii) above;

(v)if the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A Non-Ford Cash Collateral Account, deposit in the Class A Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iv) above and (y) the amount withdrawn from the Class A Non-Ford Cash Collateral Account on account of such Series 2005-2 Lease Payment Deficit;

(vi)if the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class B LOC Credit Disbursement and (y) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (v) above;

(vii)if the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from the Class B Ford Cash Collateral Account, deposit in the Class B Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vi) above and (y) the amount withdrawn from the Class B Ford Cash Collateral Account on account of such Series 2005-2 Lease Payment Deficit;

(viii)if the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement, deposit in the Class A Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vii) above and (y) the excess, if any, of the Class A Required Reserve Account Amount over the Class A Available Reserve Account Amount on such day;

(ix)if the occurrence of the related Series 2005-2 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Non-Ford Letters of Credit, pay to each Class B Non-Ford Letter of Credit Provider who made such a Class B LOC Credit Disbursement for application in accordance with the provisions of the applicable

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Class B Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement and (y) such Class B Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement, of the amount of the Series 2005-2 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (viii) above;

(x)if the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from the Class B Non-Ford Cash Collateral Account, deposit in the Class B Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (ix) above and (y) the amount withdrawn from the Class B Non-Ford Cash Collateral Account on account of such Series 2005-2 Lease Payment Deficit;

(xi)if the occurrence of such Series 2005-2 Lease Payment Deficit resulted in a withdrawal being made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement, deposit in the Class B Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-2 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (x) above and (y) the excess, if any, of the Class B Required Reserve Account Amount over the Class B Available Reserve Account Amount on such day;

(xii)deposit into the Series 2005-2 Accrued Interest Account the amount, if any, by which the Series 2005-2 Lease Interest Payment Deficit, if any, relating to such Series 2005-2 Lease Payment Deficit exceeds the amount of the Series 2005-2 Past Due Rent Payment applied pursuant to clauses (i) through (xi) above; and

(xiii)deposit into the Series 2005-2 Excess Collection Account and treat as Principal Collections the remaining amount of the Series 2005-2 Past Due Rent Payment.

(e)Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2005-2 Notes (i) during the Series 2005-2 Revolving Period shall be deposited into the Series 2005-2 Excess Collection Account and applied in accordance with Section 2.2(f) of this Series Supplement and (ii) during the Series 2005-2 Controlled Amortization Period or the Series 2005-2 Rapid Amortization Period shall be deposited into the Series 2005-2 Collection Account and applied in accordance with Section 2.2(b) or 2.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2005-2 Notes, and after the Series 2005-2 Notes have been paid in full, to pay Ford all unpaid Ford Reimbursement Obligations and, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment

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the Fleet Equity Condition would be satisfied, to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-2 Interest Rate Hedge.

(f)Series 2005-2 Excess Collection Account.  Amounts deposited into the Series 2005-2 Excess Collection Account on any Series 2005-2 Deposit Date will be (i) first, withdrawn and deposited in the Class A Reserve Account in an amount up to the excess, if any, of the Class A Required Reserve Account Amount for such date over the Class A Available Reserve Account Amount for such date, (ii) second, withdrawn and deposited in the Class B Reserve Account in an amount up to the excess, if any, of the Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (iii) third, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (iv) fourth, used to pay Ford all unpaid Ford Reimbursement Obligations, (v) fifth, used to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-2 Interest Rate Hedge and (vi) sixth, any remaining funds may be released to HVF, in the case of clauses (ii) through (vi), only to the extent that no Class Enhancement Deficiency or other Amortization Event with respect to the Series 2005-2 Notes would result therefrom or exist immediately thereafter and in the case of clauses (v) and (vi) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment or release or immediately after such payment or release, the Fleet Equity Condition would be satisfied.  Notwithstanding the foregoing, on the first day of each Series 2005-2 Controlled Amortization Period and on the first Business Day of each Related Month during each Series 2005-2 Controlled Amortization Period following the Related Month in which such Series 2005-2 Controlled Amortization Period began, or, if earlier, the first day of the Series 2005-2 Rapid Amortization Period, all funds on deposit in the Series 2005-2 Excess Collection Account will be withdrawn from the Series 2005-2 Excess Collection Account and deposited into the Series 2005-2 Collection Account and applied in accordance with Section 2.2(b)(ii) or 2.2(c)(ii), as the case may be, of this Series Supplement.

Section 2.3.Application of Interest Collections.

On the fourth Business Day prior to each Payment Date, as provided below, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw, and on such Payment Date the Trustee, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn from the Series 2005-2 Accrued Interest Account pursuant to Section 2.3(b) below in respect of all funds available from any Series 2005-2 Interest Rate Hedges and Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 2005-2 Notes.

(a)Appointment of Calculation Agent.  BNY MTC is hereby appointed Calculation Agent for the purpose of determining the Class A-1 Note Rate, the Class A-3 Note Rate, the Class A-5 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate for each Series 2005-2 Interest Period.  On each LIBOR Determination Date, the Calculation Agent shall determine the Class A-1 Note

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Rate, the Class A-3 Note Rate, the Class A-5 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate for the next succeeding Series 2005-2 Interest Period and deliver notice of the Class A-1 Note Rate, the Class A-3 Note Rate, the Class A-5 Note Rate, the Class B-1 Note Rate, the Class B-3 Note Rate and the Class B-5 Note Rate to the Trustee and the Administrator.

(b)Note Interest with respect to the Series 2005-2 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2005-2 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2005-2 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2005-2 Interest Rate Hedge during that period in respect of (i) first, an amount equal to the Class A Monthly Interest for the Series 2005-2 Interest Period ending on the day preceding such succeeding Payment Date, (ii) second, an amount equal to the Monthly Hedge Payment, if any, for the next succeeding Payment Date, (iii) third, an amount equal to the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts), (iv) fourth, an amount equal to the Insurer Fee for such Series 2005-2 Interest Period plus any Insurer Reimbursement Amounts then due and owing, (v) fifth, an amount equal to the Class B Monthly Interest for the Series 2005-2 Interest Period ending on the day preceding such succeeding Payment Date, and (vi) sixth, an amount equal to the unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.3(b) from the Series 2005-2 Accrued Interest Account and deposit such amounts into the Series 2005-2 Distribution Account.

(c)Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2005-2 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)(i)Withdrawals from the Class A Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-2 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class A Reserve Account and deposit in the Series 2005-2 Distribution Account on such Payment Date an amount equal to the lesser of the Class A Available Reserve Account Amount and such insufficiency.  The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2005-2 Distribution Account.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be withdrawn from the Class A Reserve Account.

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(ii)Withdrawals from the Class B Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-2 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class B Reserve Account and deposit in the Series 2005-2 Distribution Account on such Payment Date an amount equal to the lesser of the Class B Available Reserve Account Amount and the lesser of (I) such insufficiency and (II) the amounts described in clauses (v) and (vi) of Section 2.3(b) of this Series Supplement.  The Trustee shall withdraw such amount from the Class B Reserve Account and deposit such amount in the Series 2005-2 Distribution Account, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 2.3(b) of this Series Supplement.

(e)Draws on Series 2005-2 Letters of Credit.  (I) (X)  If the Administrator determines on any Payment Date that there exists a Series 2005-2 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class A Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) such Series 2005-2 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-2 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement on such Payment Date and (iii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date; provided, howeverthat if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Non-Ford Letters of Credit or withdrawn from the Class A Non-Ford Cash Collateral Account.

(Y)  If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date exceeds the amounts available from the Series 2005-2 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from

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the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class A Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 2.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-2 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date and (ii) the Class A Ford Letter of Credit Liquidity Amount on the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date; provided, however that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Ford Letters of Credit or withdrawn from the Class A Ford Cash Collateral Account.

(II)(X)  If the Administrator determines on any Payment Date that there exists a Series 2005-2 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class B Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) the excess, if any, of such Series 2005-2 Lease Interest Payment Deficit over the sum of the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Accounts), (ii) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-2 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (v) and (vi) of Section 2.3(b) of this Series Supplement and (iii) the Class B Non-Ford Letter of Credit Liquidity Amount on

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the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 2.3(b) of this Series Supplement; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit.

(Y)  If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date exceeds the sum of the amounts available from the Series 2005-2 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class B Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vi) of Section 2.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-2 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 2.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (v)

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and (vi) of Section 2.3(b) of this Series Supplement and (ii) the Class B Ford Letter of Credit Liquidity Amount on the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 2.3(b) of this Series Supplement; provided, however that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(f)Insurance Policy.  (I)  If the Administrator determines on the second Business Day prior to any Payment Date that the Series 2005-2 Lease Interest Payment Deficit from the preceding Payment Date, if any, remains unpaid and the Class A Liquidity Amount on such date of determination is insufficient to pay the Class A Adjusted Monthly Interest due on the upcoming Payment Date, the Administrator shall certify such insufficiency to the Trustee and shall instruct the Trustee in writing to certify such insufficiency to the Insurer and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on the second Business Day preceding such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, certify such insufficiency to the Insurer.

(II)If the Administrator determines on any Payment Date that the sum of the amounts available from the Series 2005-2 Accrued Interest Account plus the amount available under the Series 2005-2 Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement plus the amount, if any, to be drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 2.3(e)(I) of this Series Supplement plus the amount, if any, deposited in the Series 2005-2 Distribution Account pursuant to Section 2.3(f)(I) of this Series Supplement is insufficient to pay the amounts set forth under clause (a) and clause (b)(i) of the Class A Adjusted Monthly Interest definition for such Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-2 Distribution Account.

(g)Deficiency Amounts.  If the amounts described in Sections 2.3(b), (c), (d), (e) and (f) of this Series Supplement are insufficient to pay (i) the Class A Adjusted Monthly Interest for any Payment Date, payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Monthly Interest for any Payment Date, payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any,

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of such deficiency on any Payment Date allocable to the Class A-3 Notes shall be referred to as the “Class A-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-4 Notes shall be referred to as the “Class A-4 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-5 Notes shall be referred to as the “Class A-5 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-6 Notes shall be referred to as the “Class A-6 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-3 Notes shall be referred to as the “Class B-3 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-4 Notes shall be referred to as the “Class B-4 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-5 Notes shall be referred to as the “Class B-5 Deficiency Amount” and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-6 Notes shall be referred to as the “Class B-6 Deficiency Amount”.  Interest shall accrue on the Deficiency Amount for each Class of Series 2005-2 Notes at the applicable Series 2005-2 Note Rate.

(h)Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay, on such Payment Date, the balance (after making the payments required in Section 2.4 of this Series Supplement), if any, of the amounts available from the Series 2005-2 Accrued Interest Account plus the amount, if any, withdrawn from the Class A Reserve Account pursuant to Section 2.3(d)(i) of this Series Supplement plus the amount, if any, withdrawn from the Class B Reserve Account pursuant to Section 2.3(d)(ii) of this Series Supplement plus the amount, if any, drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 2.3(e)(I) of this Series Supplement plus the amount, if any, drawn under the Class B Letters of Credit and/or withdrawn from the Class B Cash Collateral Accounts pursuant to Section 2.3 (e)(II) of this Series Supplement as follows:

(i)first, on a pro rata basis to each Interest Rate Hedge Provider, in an amount equal to the portion of the Monthly Hedge Payment for such Payment Date payable to such Interest Rate Hedge Provider;

(ii)second, to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the Series 2005-2 Interest Period ending on the day preceding such Payment Date and (y) any other Insurer Reimbursement Amounts then due and payable to the Insurer (excluding therefrom any amounts included in Class A Monthly Interest for such Series 2005-2 Interest Period), provided that during the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be paid with the proceeds of a draw on a Series 2005-2 Letters of Credit or a withdrawal from a Series 2005-2 Cash Collateral Account;

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(iii)third, to the Administrator, in an amount equal to the Series 2005-2 Percentage as of the beginning of the Series 2005-2 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2005-2 Interest Period;

(iv)fourth, to the Trustee, in an amount equal to the Series 2005-2 Percentage as of the beginning of the Series 2005-2 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2005-2 Interest Period;

(v)fifth, on a pro rata basis, (x) to each Interest Rate Hedge Provider, in an amount equal to any remaining amounts due and owing to such Interest Rate Hedge Provider and (y) to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above and in the preceding clause (x)) to the Persons to whom such amounts are owed, in an amount equal to the Series 2005-2 Percentage as of the beginning of the Series 2005-2 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2005-2 Interest Period; and

(vi)sixth, the balance, if any, shall be withdrawn from the Series 2005-2 Accrued Interest Account by the Trustee and (A) during the Series 2005-2 Revolving Period, deposited into the Series 2005-2 Excess Collection Account or (B) during the Series 2005-2 Controlled Amortization Period or the Series 2005-2 Rapid Amortization Period, deposited into the Series 2005-2 Collection Account and treated as Principal Collections.

(i)Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2005-2 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 2.3(h)(iv) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 2.3(h)(v) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from (I) the Class A Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (B) the Class A Percentage of an amount equal to the excess, if any, of (i) the Class A Percentage of 0.70% of the Series 2005-2 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-2 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class A Reserve Account under this Section 2.3(i)(I) in respect of fees and other amounts due and owing to the Trustee and (C) the Class A Percentage of such insufficiency and (II) the Class B Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class B Available Reserve Account Amount on such Payment Date

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(after giving effect to all other withdrawals therefrom pursuant to this Series Supplement on such Payment Date), (B) the Class B Percentage of an amount equal to the excess, if any, of (i) the Class B Percentage of 0.70% of the Series 2005-2 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-2 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class B Reserve Account under this Section 2.3(i)(II) in respect of fees and other amounts due and owing to the Trustee and (C) the Class B Percentage of such insufficiency.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and pay or reimburse itself.

(j)Listing Information Requirement.  Until the Administrator shall give the Trustee written notice that the Class A-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-1 Note Rate for the next succeeding Series 2005-2 Interest Period, the number of days in such Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period and the amount of interest payable on the Class A-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-2 Interest Period by the Business Day prior to such Payment Date.  So long as the Class A-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-1 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class A-1 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class A-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-3 Note Rate for the next succeeding Series 2005-2 Interest Period, the number of days in such Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period and the amount of interest payable on the Class A-3 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-3 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-2 Interest Period by the Business Day prior to such Payment Date.  So long as the Class A-3 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-3 Noteholders will be published in a

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leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class A-3 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class A-5 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-5 Note Rate for the next succeeding Series 2005-2 Interest Period, the number of days in such Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period and the amount of interest payable on the Class A-5 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-5 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-2 Interest Period by the Business Day prior to such Payment Date.  So long as the Class A-5 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-5 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class A-5 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.

Until the Administrator shall give the Trustee written notice that the Class B-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-1 Note Rate for the next succeeding Series 2005-2 Interest Period, the number of days in such Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period and the amount of interest payable on the Class B-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-2 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-1 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-1 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice. 

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Until the Administrator shall give the Trustee written notice that the Class B-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-3 Note Rate for the next succeeding Series 2005-2 Interest Period, the number of days in such Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period and the amount of interest payable on the Class B-3 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-3 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-2 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-3 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-3 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-3 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class B-5 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-5 Note Rate for the next succeeding Series 2005-2 Interest Period, the number of days in such Series 2005-2 Interest Period, the Payment Date for such Series 2005-2 Interest Period and the amount of interest payable on the Class B-5 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-5 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-2 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-5 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-5 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-5 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.

Section 2.4.Payment of Note Interest.  On each Payment Date, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay to the Series 2005-2 Noteholders from the Series 2005-2 Distribution Account the amount deposited in the Series 2005-2 Distribution Account for the payment of interest pursuant to Section 2.3 of this Series Supplement.

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Section 2.5.Payment of Note Principal.

(a)Monthly Payments During Series 2005-2 Controlled Amortization Period or Series 2005-2 Rapid Amortization Period.  Commencing on the second Determination Date during the Three-Year Notes Controlled Amortization Period or the first Determination Date after the commencement of the Series 2005-2 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to the Series 2005-2 Notes of each Class during the Related Month pursuant to Section 2.2(b)(ii) or (c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account and deposited into the Series 2005-2 Distribution Account, (x) any amounts to be drawn on the Series 2005-2 Letters of Credit (and/or withdrawn from the Series 2005-2 Cash Collateral Accounts), (y) the amount of proceeds received in respect of a demand made under the Series 2005-2 Demand Note and (z) the amount of any demand on the Insurance Policy in accordance with the terms thereof.  On the Payment Date following each such Determination Date, the Trustee shall withdraw the amount allocated to the Series 2005-2 Notes of each Class during the Related Month pursuant to Section 2.2(b)(ii) or (c)(ii) of this Series Supplement, as the case may be, from the Series 2005-2 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2005-2 Demand Note received during the period from and excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2005-2 Distribution Account, which amount shall be paid (i) first, to the Class A Noteholders holding Class A Notes to which amounts have been so allocated, (ii) second, once all amounts due to such Class A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders holding Class B Notes to which amounts have been so allocated, (iii) third, once the Series 2005-2 Notes have been paid in full, to Ford all unpaid Ford Reimbursement Obligations and (iv) fourth, once all amounts due and owing to Ford under the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider to which amounts have been allocated; provided, however, that with respect to the Three-Year Notes Legal Final Payment Date and the Four-Year Notes Legal Final Payment Date, the Trustee shall withdraw from the Series 2005-2 Collection Account an amount which is no greater than the amounts due and owing pursuant to clauses (i) and (ii) of this Section 2.5(a) on such Payment Date; provided, further, however, that with respect to the Five-Year Notes Legal Final Payment Date, the Trustee shall withdraw from the Series 2005-2 Collection Account an amount which is no greater than the amounts due and owing pursuant to clauses (i) through (iv) of this Section 2.5(a) on such Payment Date.

(b)Principal Deficit Amount.  If the Principal Deficit Amount is greater than zero on any date, the Administrator shall promptly provide written notice thereof to the Insurer and the Trustee.  On each Payment Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2005-2 Distribution Account as follows:

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(i)(A)  Class B Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-2 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class B Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount and the Class B Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and any draws under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement) and (II) the lesser of (x) the excess, if any, of such Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to clause (I) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement) and (y) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-2 Distribution Account on such Payment Date.

(B)Class A Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-2 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class A Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.5(b)(i)(A) of this Series Supplement) and the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement) and (II) the lesser of (x) such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.5(b)(i)(A) of this Series Supplement and any withdrawals from the Class A Reserve Account pursuant to clause (I) above) on such Payment Date and (y) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of

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this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-2 Distribution Account on such Payment Date.

(ii)Principal Draws on Series 2005-2 Letters of Credit.  If the Administrator determines on any Payment Date that the Principal Deficit Amount on such Payment Date, after giving effect to the distribution of amounts to be deposited in the Series 2005-2 Distribution Account in accordance with clause (i) of this Section 2.5(b) on such Payment Date, will be greater than zero (A) in the case of a Payment Date that is not a Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to draw on:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit in an amount equal to the sum of (x) the least of (1) the Class B Liquidity Surplus (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings on the Class B Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II) of this Series Supplement), (2) the Series 2005-2 Lease Principal Payment Deficit, (3) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with clause (i) of this Section 2.5(b) and the amount, if any, paid by Hertz under the Series 2005-2 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (4) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II) of this Series Supplement) and (y) the least of (1) the excess, if any, of the Series 2005-2 Lease Principal Payment Deficit (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 23(e)(I) of this Series Supplement), (2) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with clause (i) of this Section 2.5(b), the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above and the amount, if any, paid by Hertz under the Series 2005-2 Demand Note in respect of such Principal Deficit Amount on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement), and (3) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to

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any drawings on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement and clause (x) above);

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with clause (i) of this Section 2.5(b), and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above and pursuant to Section 2.12(d)(X) of this Series Supplement, each on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and Section 2.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement), and (B) the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit in an amount equal to the least of (1) the excess, if any, of the Series 2005-2 Lease Principal Payment Deficit over the amounts drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date, (2) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 2.12(d)(X) of this Series Supplement on such Payment Date and the amount, if any, paid by Hertz under the Series 2005-2 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (3) the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement);

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of (1) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 2.12(d)(X) of this Series Supplement and on the Class A Non-Ford Letters of Credit pursuant to clause (II)(X) above and pursuant to Section 2.12(d)(Y) of this Series Supplement, each on such Payment Date, and (2) the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Ford Letters of Credit on such Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement);

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(B) in the case of the Three-Year Notes Legal Final Payment Date:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the Series 2005-2 Lease Principal Payment Deficit;

(2)the amount, if any, by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3)the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent

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or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(B)(I)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the excess, if any, of the Series 2005-2 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date;

(2)the amount, if any, by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3)the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement); and

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution

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Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(B)(II)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(C) in the case of the Four-Year Notes Legal Final Payment Date:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Four-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the Series 2005-2 Lease Principal Payment Deficit;

(2)the amount, if any, by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement

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and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date); and

(3)the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Four-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Four-Year Notes Legal Final Payment Date, and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement on the Business Day immediately preceding such Four-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(C)(I)(Y) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the

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Class B Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on the Four-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)the excess, if any, of the Series 2005-2 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date;

(2)the amount, if any, by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date); and

(3)the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement); and

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Four-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Four-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Four-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of

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Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.5(b)(ii)(C)(II)(Y) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(D) in the case of the Five-Year Notes Legal Final Payment Date:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1)the Series 2005-2 Lease Principal Payment Deficit; and

(2)the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause

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(X) above, each on such Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement on the Business Day immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Class B Required Liquidity Amount on the earlier of (a) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (b) the Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(x) of this Section 2.5(b)(ii)(D)(I)(Y) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes Legal Final Payment Date there exists a Series 2005-2 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1)the excess, if any, of the Series 2005-2 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I) above; and

(2)the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(X) of this Series Supplement).

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(b)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above

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and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 2.12(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 2.12(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(x) of this Section 2.5(b)(ii)(D)(II)(Y) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y).

Upon receipt of a notice by the Trustee from the Administrator in respect of a Principal Deficit Amount on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on:

(I) (X) the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit;

(Y) the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand

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and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date; provided, however, that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit; and

(II) (X) the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y) the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-2 Distribution Account on such Payment Date; provided, however, that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(iii)Demand on Insurance Policy.  If the sum of the Class A Letter of Credit Amount, the Class A Available Reserve Account Amount, the Class B Letter of Credit Amount and the Class B Available Reserve Account Amount on any Payment Date on which the Class A Principal Deficit Amount will be greater than zero will be less than such Class A Principal Deficit Amount, the Trustee shall make a demand on the Insurance Policy by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date in an amount equal to the Insured Principal Deficit Amount and shall cause the proceeds thereof to be deposited in the Series 2005-2 Distribution Account.

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(c)Legal Final Payment Dates.  The Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(a) of this Series Supplement with respect to the Three-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 2.5(b) of this Series Supplement on the Three-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Three-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the least of (i) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement), (ii) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) and Section 2.5(b)(ii)(B)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (iii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the least of (i) the Class A Available Reserve Account Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement), (ii) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) and Section 2.5(b)(ii)(B)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (iii) the excess of such insufficiency over the sum of (X) the Class B-1 Principal Amount, (Y) the Class B-2 Principal Amount and (Z) the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) of this sentence, and deposit such withdrawn amounts in the Series 2005-2 Distribution Account on the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-2 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.  The Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount shall be due and payable on the Four-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(a) of this Series Supplement with respect to the Four-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 2.5(b) of this Series Supplement on the Four-Year

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Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on the Four-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Four-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the least of (i) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement), (ii) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 2.3(e)(II) and Section 2.5(b)(ii)(C)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and (iii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the least of (i) the Class A Available Reserve Account Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement), (ii) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 2.3(e)(I) and Section 2.5(b)(ii)(C)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date) and (iii) the excess of such insufficiency over the sum of (X) the Class B-3 Principal Amount, (Y) the Class B-4 Principal Amount and (Z) the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) of this sentence, and deposit such withdrawn amounts in the Series 2005-2 Distribution Account on the Four-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-2 Distribution Account on or prior to the Four-Year Notes Legal Final Payment Date.  The Class A-5 Principal Amount, the Class A-6 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount shall be due and payable on the Five-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-2 Distribution Account in accordance with Section 2.5(a) of this Series Supplement with respect to the Five-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 2.5(b) of this Series Supplement on the Five-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-5 Outstanding Principal Amount, the Class A-6 Outstanding Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on the Five-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal

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to the lesser of (i) the Class B Available Reserve Account Amount, (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement), and (ii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the lesser of (i) the Class A Available Reserve Account Amount, (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement), and (ii) the excess of such insufficiency over the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) above, and deposit such withdrawn amounts in the Series 2005-2 Distribution Account on the Five-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-2 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.  If, after giving effect to any such deposits into the Series 2005-2 Distribution Account, the amount to be deposited in the Series 2005-2 Distribution Account for payment of the Class A-1 Notes and the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, or the Class A-5 Notes and the Class A-6 Notes, as the case may be, with respect to the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the case may be, is or will be less than the sum of the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount and the Class A-4 Outstanding Principal Amount or the Class A-5 Outstanding Principal Amount and the Class A-6 Outstanding Principal Amount, as the case may be, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date and, upon receipt of such notice, the Trustee shall make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-2 Distribution Account.

(d)Distribution.  On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 2.5(a) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, to the Class A Noteholders the amount deposited in the Series 2005-2 Distribution Account for the payment of principal of the Class A Notes held by such Class A Noteholders pursuant to Section 2.5(a) of this Series Supplement and any amounts deposited in the Series 2005-2 Distribution Account for the payment of principal of such Class A Notes pursuant to Section 2.5(b) of this Series Supplement and, to the extent necessary to pay the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount on the Three-Year Notes Legal Final Payment Date, the Class A-3 Outstanding Principal Amount and the Class A-4 Outstanding Principal Amount on the Four-Year Notes Legal Final Payment Date, or the Class A-5 Outstanding Principal Amount and the Class A-6 Outstanding Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in the Series 2005-2 Distribution Account pursuant to Section 2.5(c) of this Series Supplement, (ii) second, once all amounts due to such Class A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders the amount deposited in the Series 2005-2 Distribution Account for the payment of principal of the

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Class B Notes held by such Class B Noteholders pursuant to Section 2.5(a) of this Series Supplement and any amounts deposited in the Series 2005-2 Distribution Account for the payment of principal of such Class B Notes pursuant to Section 2.5(b) of this Series Supplement and, to the extent necessary to pay the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Three-Year Notes Legal Final Payment Date, the Class B-3 Principal Amount and the Class B-4 Principal Amount on the Four-Year Notes Legal Final Payment Date, or the Class B-5 Principal Amount and the Class B-6 Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in the Series 2005-2 Distribution Account pursuant to Section 2.5(c) of this Series Supplement, (iii) third, once the Series 2005-2 Notes have been paid in full, to Ford the amounts deposited in the Series 2005-2 Distribution Account for the payment of all unpaid Ford Reimbursement Obligations pursuant to Section 2.5(a) of this Series Supplement and (iv) fourth, once all amounts due and owing to Ford pursuant to the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider the amounts deposited in the Series 2005-2 Distribution Account for the payment of all amounts due and owing to it under its Series 2005-2 Interest Rate Hedge.

Section 2.6.The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.  If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2005-2 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2005-2 Series Account without such notice or instruction from the Administrator, provided that the Administrator or, in the case of any payment from a Series 2005-2 Series Account, the Insurer, upon request of the Trustee or the Insurer, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or under any other Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on any Series 2005-2 Letters of Credit with respect to a Class of Series 2005-2 Notes required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Series 2005-2 Letters of Credit with respect to such Class of Series 2005-2 Notes without such instruction from the Administrator, provided that the Administrator or the Insurer (solely with respect to the Class A Letters of Credit), upon request of the Trustee or the Insurer (solely with respect to the Class A Letters of Credit), promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2005-2 Letter of Credit.

Section 2.7.Class A Reserve Account.

(a)Establishment of Class A Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider an account (the “Class A

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Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Reserve Account shall be an Eligible Deposit Account.  If the Class A Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Reserve Account is no longer an Eligible Deposit Account, establish a new Class A Reserve Account that is an Eligible Deposit Account.  If a new Class A Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Reserve Account into the new Class A Reserve Account.  Initially, the Class A Reserve Account will be established with the Trustee.

(b)Administration of the Class A Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class A Reserve Account to invest funds on deposit in the Class A Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A Reserve Account), unless any Permitted Investment held in the Class A Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class A Reserve Account shall remain uninvested.

(c)Earnings from Class A Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class A Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)Class A Reserve Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Reserve Account, the funds on deposit therein from time to

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time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Reserve Account Collateral”).

(e)Class A Reserve Account Surplus.  In the event that the Class A Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall withdraw from the Class A Reserve Account an amount equal to the Class A Reserve Account Surplus and (i) deposit in the Class B Reserve Account the lesser of (x) such Class A Reserve Account Surplus and (y) the excess, if any, of the Class B Required Reserve Account Amount as of such Payment Date over the Class B Available Reserve Account Amount as of such Payment Date, in each case as of such Payment Date, (ii) pay to Ford the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited pursuant to clause (i) above and (y) all unpaid Ford Reimbursement Obligations and (iii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied (A) pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited and/or paid pursuant to clauses (i) and (ii) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-2 Interest Rate Hedge and (B) pay to HVF any portion of such Class A Reserve Account Surplus remaining after any required deposit and/or payment pursuant to clauses (i) through (iii)(A) above.

(f)Termination of Class A Reserve Account.  On or after the date on which the Series 2005-2 Notes are fully paid, the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-2 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, shall withdraw from the Class A Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 2.8.Class A Letters of Credit and Class A Cash Collateral Accounts.

(a)(I) Class A Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if

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any, representing or evidencing any or all of the Class A Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Ford Cash Collateral Account Collateral”).

(II)Class A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Non-Ford Cash Collateral Account Collateral”).

(b)Class A Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding the amount available to be drawn under such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be equal to or greater than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount and (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-2 Demand Note Payment Amount, then the

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Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be less than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, or (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-2 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date and (D) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-2 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding such Class A Non-Ford Letter of Credit but taking into account each substitute Class A Non-Ford Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the Class A Non-Ford Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement

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under a Class A Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class A Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the applicable Class A Cash Collateral Account.

(c)Class A Letter of Credit Providers.  The Administrator shall notify the Trustee, Fitch and the Insurer in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class A Letter of Credit Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class A Downgrade Event with respect to any Class A Letter of Credit Provider, the Administrator shall notify the Trustee and the Insurer in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding the available amount under such Class A Letter of Credit, on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date and (D) if the Class A Downgrade Event affects a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-2 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class A Non-Ford Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class A Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursement to be deposited in a Class A Non-Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit.

(d)Class A Preference Amount Demands on the Class A Non-Ford Letters of Credit.  If the Insurer notifies the Trustee in writing that the Insurer shall have made a payment under the Insurance Policy in respect of a Class A Preference Amount, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the

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Trustee shall draw an amount equal to the lesser of (i) such Class A Preference Amount and (ii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider (with a copy to the Insurer) a draft accompanied by a Class A Certificate of Preference Payment Demand and shall cause the Class A LOC Preference Payment Disbursements to be paid to the Insurer; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class A Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class A Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee and the Insurer.  Prior to any draw on the Class A Non-Ford Letters of Credit or withdrawal from the Class A Non-Ford Cash Collateral Account pursuant to this Section 2.8(d), the Trustee shall have received a certified copy of the order requiring the return of such Class A Preference Amount.

(e)(I) Reductions in Stated Amounts of the Class A Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-1, requesting a reduction in the stated amount of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Ford Letter of Credit Provider who issued such Class A Ford Letter of Credit with a copy to Ford a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount and (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-2, requesting the replacement of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class A Ford Letter of Credit having a stated amount equal to the available amount of the Class A Ford Letter of Credit being replaced issued by a Class A Eligible Ford Letter of Credit Provider deliver to the Class A Letter of Credit Provider who issued the Class A Ford Letter of Credit being replaced a written notice in the form provided in such Class A Ford Letter of Credit confirming cancellation of such Class A Ford Letter of Credit and shall deliver such cancelled Class A Ford Letter of Credit to such Class A Letter of Credit Provider as soon as practicable.

(II)Reductions in Stated Amounts of the Class A Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-2, requesting a reduction in the stated amount of any Class A Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Non-Ford Letter of Credit Provider who issued such Class A Non-Ford Letter of Credit a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Non-Ford 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, after

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giving effect to the requested reduction in the stated amount of such Class A Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iv) the Class A Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-2 Demand Note Payment Amount.

(f)(I) Draws on the Class A Ford Letters of Credit.  If there is more than one Class A Ford Letter of Credit on the date of any draw on the Class A Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.8(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Ford Letter of Credit Provider issuing such Class A Ford Letter of Credit of the amount of such draw on the Class A Ford Letters of Credit.

(II)Draws on the Class A Non-Ford Letters of Credit.  If there is more than one Class A Non-Ford Letter of Credit on the date of any draw on the Class A Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.8(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Non-Ford Letter of Credit Provider issuing such Class A Non-Ford Letter of Credit of the amount of such draw on the Class A Non-Ford Letters of Credit.

(g)(I) Establishment of Class A Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Ford Letter of Credit pursuant to Section 2.8(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Ford Cash Collateral Account into the new Class A Ford Cash Collateral Account.

(II)Establishment of Class A Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Non-Ford Letter of Credit pursuant to Section 2.8(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited

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therein are held for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Non-Ford Cash Collateral Account into the new Class A Non-Ford Cash Collateral Account.

(h)Administration of the Class A Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class A Cash Collateral Account to invest funds on deposit in a Class A Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class A Cash Collateral Account), unless any Permitted Investment held in such Class A Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class A Cash Collateral Account shall remain uninvested.

(i)Earnings from Class A Cash Collateral Account.  All Class A Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)Class A Cash Collateral Account Surplus.  (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 2.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.8(j)(X).  The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-

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Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-2 Demand Note Payment Amount on such Payment Date.  Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 2.8(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.  (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 2.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

(k)Termination of Class A Cash Collateral Accounts.  (X)  On the earlier of the termination of this Series Supplement in accordance with Section 6.13 of this Series Supplement and the Five-Year Notes Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class A Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class A LOC Termination Disbursements deposited into the Class A Ford Cash Collateral Account pursuant to Section 2.8(b) or Section 2.8(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 2.3(e)(I)(Y) or Section 2.5(b)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class A Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class A Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-2 Noteholders,

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the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class A Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class A Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.8(d) above) and shall pay such amounts, first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, pro rata to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class A Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.9.Series 2005-2 Distribution Account.

(a)Establishment of Series 2005-2 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the Series 2005-2 Interest Rate Hedge Provider and Ford an account (the “Series 2005-2 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, the Series 2005-2 Interest Rate Hedge Provider and Ford.  The Series 2005-2 Distribution Account shall be an Eligible Deposit Account.  If the Series 2005-2 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2005-2 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2005-2 Distribution Account that is an Eligible Deposit Account.  If a new Series 2005-2 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-2 Distribution Account into the new Series 2005-2 Distribution Account.  Initially, the Series 2005-2 Distribution Account will be established with the Trustee.

(b)Administration of the Series 2005-2 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2005-2 Distribution Account in writing to invest funds on deposit in the Series 2005-2 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-2 Distribution Account), unless any Permitted Investment held in the Series 2005-2 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2005-2 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence

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of written investment instructions hereunder, funds on deposit in the Series 2005-2 Distribution Account shall remain uninvested.

(c)Earnings from Series 2005-2 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-2 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)Series 2005-2 Distribution Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-2 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-2 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-2 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-2 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-2 Distribution Account Collateral”).

Section 2.10.Trustee as Securities Intermediary.

(a)The Trustee or other Person holding the Series 2005-2 Collection Account, the Series 2005-2 Excess Collection Account, the Series 2005-2 Accrued Interest Account, the Class A Reserve Account, the Class B Reserve Account, the Series 2005-2 Cash Collateral Account, the Series 2005-2 Distribution Account or the Series 2005-2 Closing Account (each a “Series 2005-2 Designated Account”) shall be the “Securities Intermediary”.  If the Securities Intermediary in respect of any Series 2005-2 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.10.

(b)The Securities Intermediary agrees that:

(i)The Series 2005-2 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited;

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(ii)All securities or other property underlying any Financial Assets credited to any Series 2005-2 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2005-2 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii)All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2005-2 Designated Account;

(iv)Each item of property (whether investment property, security, instrument or cash) credited to a Series 2005-2 Designated Account shall be treated as a Financial Asset;

(v)If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2005-2 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

(vi)The Series 2005-2 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2005-2 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2005-2 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.10(b)(v) of this Series Supplement; and

(viii)Except for the claims and interest of the Trustee and HVF in the Series 2005-2 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2005-2 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment,

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execution or similar process) against any Series 2005-2 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

(c)The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2005-2 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2005-2 Designated Accounts.

Section 2.11.Series 2005-2 Interest Rate Hedges.

(a)On the Series 2005-2 Closing Date, HVF shall acquire one or more interest rate caps or swaps, in form and substance acceptable to the Insurer (each a “Series 2005-2 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider with funds available to it.  The aggregate initial notional amount of all Series 2005-2 Interest Rate Hedges shall equal the sum of the Class A-1 Principal Amount, the Class A-3 Principal Amount, the Class A-5 Principal Amount, the Class B-1 Principal Amount, the Class B-3 Principal Amount and the Class B-5 Principal Amount on the Series 2005-2 Closing Date, and, thereafter, the aggregate notional amount of all Series 2005-2 Interest Rate Hedges may be reduced pursuant to the related Series 2005-2 Interest Rate Hedge but shall not at any time be less than the sum of the Class A-1 Principal Amount, the Class A-3 Principal Amount, the Class A-5 Principal Amount, the Class B-1 Principal Amount, the Class B-3 Principal Amount and the Class B-5 Principal Amount.  The strike rate of each Series 2005-2 Interest Rate Hedge in the form of a cap shall not be greater than 4.87%.  The fixed rate of each Series 2005-2 Interest Rate Hedge in the form of a swap shall not be greater than 4.87%.  HVF shall satisfy the Series 2005-2 Rating Agency Condition and, so long as any Class A Notes are Outstanding, obtain the consent of the Insurer (such consent not to be unreasonably withheld or delayed) in connection with its acquisition of any Series 2005-2 Interest Rate Hedge.  The Series 2005-2 Interest Rate Hedge must provide that (i) no payments from the Series 2005-2 Hedge Provider to HVF shall be conditioned upon payment of amounts (other than the Monthly Hedge Payment) due to such Series 2005-2 Interest Rate Hedge Provider from HVF, to the extent that any such non-payment resulted solely from the Fleet Equity Condition failing to be satisfied, (ii) the Series 2005-2 Interest Rate Hedge Provider shall provide to the Insurer a copy of any notice of payment default delivered to HVF, simultaneously with delivery of such notice to HVF and (iii) in the event that HVF shall fail to pay any amounts due to the Series 2005-2 Hedge Provider under such Series 2005-2 Interest Rate Hedge, the Insurer shall have the right to make any such payment on behalf of HVF.  For so long as an Interest Rate Hedge Provider is not in default under its Series 2005-2 Interest Rate Hedge, and such Series 2005-2 Interest Rate Hedge continues to be in effect, such Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-2 Notes for all purposes under the Indenture and the other Related Documents, and each Series 2005-2 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party shall constitute an “Enhancement Agreement” with respect to the Series 2005-2 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent

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of amounts payable to each such Interest Rate Hedge Provider pursuant to this Series Supplement.

(b)If, at any time, an Interest Rate Hedge Provider is not an Eligible Interest Rate Hedge Provider, then HVF shall cause such Interest Rate Hedge Provider within 30 days following such occurrence, at such Interest Rate Hedge Provider’s expense, to do one of the following:  (i) obtain a replacement interest rate cap or swap on the same terms as the Series 2005-2 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party (or with such modifications as are acceptable to the Rating Agencies and the Insurer) from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement HVF shall terminate the Series 2005-2 Interest Rate Hedge being replaced, (ii) obtain a guaranty from, or contingent agreement of (in each case, in form and substance acceptable to the Insurer), another person who qualifies as an Eligible Interest Rate Hedge Provider to honor such Interest Rate Hedge Provider’s obligations under its Series 2005-2 Interest Rate Hedge in accordance with its terms and written confirmation from Standard & Poor’s and Moody’s that the substantive terms of the guaranty agreement are sufficient to maintain or restore the immediately prior Shadow Rating, (iii) post collateral pursuant to and in accordance with its Series 2005-2 Interest Rate Hedge, or (iv) enter into any arrangement satisfactory to Standard & Poor’s, Moody’s and, so long as the Class A Notes are Outstanding, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, shall not be unreasonably withheld or delayed, which is sufficient to maintain or restore the immediately prior Shadow Rating.  If HVF is unable to cause such Interest Rate Hedge Provider to take any of the actions described in clauses (i), (ii), (iii) or (iv) of the preceding sentence after making commercially reasonable efforts, (I) HVF will obtain a replacement Series 2005-2 Interest Rate Hedge at the expense of the replaced Interest Rate Hedge Provider or, if the replaced Interest Rate Hedge Provider fails to make such payment, at the expense of HVF (in which event, such amount will be considered Carrying Charges and paid solely from Interest Collections available pursuant to Section 2.3(h) of this Series Supplement) and (II) to the extent that HVF does not obtain a replacement Series 2005-2 Interest Rate Hedge, the Insurer shall be deemed to have been materially and adversely effected.  HVF must cause each Series 2005-2 Interest Rate Hedge to provide that if the Interest Rate Hedge Provider is required to take any of the actions described in clauses (i), (ii), or (iv) above and such action is not taken within 30 days, then the Interest Rate Hedge Provider must, until a replacement Series 2005-2 Interest Rate Hedge is executed and in effect, collateralize its obligations as required under clause (iii) above.  Each Series 2005-2 Noteholder by its acceptance of a Series 2005-2 Note hereby acknowledges and agrees, and directs the Trustee to acknowledge and agree, and the Trustee, at such direction, hereby acknowledges and agrees, that any collateral posted by an Interest Rate Hedge Provider pursuant to clause (iii) above (A) is collateral solely for the obligations of such Interest Rate Hedge Provider under its Series 2005-2 Interest Rate Hedge, (B) does not constitute collateral for the Series 2005-2 Notes (provided that in order to secure and provide for the payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF has pledged each Series 2005-2 Interest Rate Hedge and its security interest in any collateral posted in connection therewith as collateral for the Series 2005-2 Notes), and (C) will in no event be available to satisfy any

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obligations of HVF hereunder or otherwise unless and until such Interest Rate Hedge Provider defaults in its obligations under its Series 2005-2 Interest Rate Hedge and such collateral is applied in accordance with the terms of such Series 2005-2 Interest Rate Hedge to satisfy such defaulted obligations of such Interest Rate Hedge Provider.

(c)If the long-term senior unsecured debt rating of an Interest Rate Hedge Provider, or the Person that guarantees all of the Interest Rate Hedge Provider’s obligations under its Series 2005-2 Interest Rate Hedge, is withdrawn or falls to or below “Baa1” by Moody’s or to or below “BBB+” by Standard & Poor’s, then the Insurer may terminate such Interest Rate Hedge Provider’s Series 2005-2 Interest Rate Hedge if, after 10 Business Days after the occurrence of such rating withdrawal or fall, the Interest Rate Hedge Provider has not, at its own expense, (i) obtained a replacement interest rate swap or cap on the same terms as the Series 2005-2 Interest Rate Hedge (or with such modifications as are acceptable to the Rating Agencies and the Insurer) provided by such Interest Rate Hedge Provider from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement terminated the Series 2005-2 Interest Rate Hedge being replaced or (ii) entered into any arrangement satisfactory to S&P, Moody’s and, so long as the Class A Notes are outstanding, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, will not have been unreasonably withheld or delayed, which was sufficient to maintain or restore the immediately prior Shadow Rating.

(d)To secure payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders and the Insurer, all of HVF’s right, title and interest, whether now or hereafter existing or acquired, in the Series 2005-2 Interest Rate Hedges and all proceeds thereof.  HVF shall require all proceeds of the Series 2005-2 Interest Rate Hedges to be paid, and the Trustee shall allocate, all proceeds of the Series 2005-2 Interest Rate Hedges to the Series 2005-2 Accrued Interest Account or the Series 2005-2 Collection Account.

Section 2.12.Series 2005-2 Demand Note Constitutes Additional Collateral for Series 2005-2 Notes.

(a)In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-2 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2005-2 Demand Note; and (iii) all proceeds of any and all of the foregoing, including, without limitation, cash.  On the date hereof, HVF shall deliver to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, the Series 2005-2 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2005-2

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Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, shall be the only Person authorized to make a demand for payment on the Series 2005-2 Demand Note.

(b)Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2005-2 Demand Note or forgive amounts payable thereunder so that the outstanding principal amount of the Series 2005-2 Demand Note after such reduction or forgiveness is less than the sum of the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit Liquidity Amount.  HVF shall not agree, to any amendment of the Series 2005-2 Demand Note without first satisfying the Series 2005-2 Rating Agency Condition.

(c)HVF agrees that on the Series 2005-2 Closing Date it will have capitalization in an amount equal to or greater than 4.17% of the sum of (i) the outstanding principal amount of the Series 2004-1 Rental Car Asset Backed Notes, (ii) the Series 2005-2 Principal Amount, (iii) the outstanding principal amount of the Series 2005-1 Notes, (iv) the maximum outstanding principal amount of the Series 2005-3 Notes and (v) the maximum outstanding principal amount of the Series 2005-4 Notes.

(d)Upon the occurrence and during the continuance of an Amortization Event with respect to the Series 2005-2 Notes, the Trustee may and, at the written direction of the Insurer or the Series 2005-2 Noteholders holding more than 50% of the Controlling Class shall, make one or more demands (each a “Demand Notice”) on Hertz for payment under the Series 2005-2 Demand Note, in each case, in an amount equal to the lesser of (i) the principal amount of the Series 2005-2 Demand Note and (ii) on any Business Day, (A) prior to the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the amount of any Principal Deficit Amount on such date, (B) on or after the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date but prior to the second Business Day immediately preceding the Four-Year Notes Legal Final Payment Date, the greater of (x) the Principal Deficit Amount on such date and (y) the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount (on or prior to the Three-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts on account of principal that will be available to be distributed to the Class A-1 Noteholders and the Class A-2 Noteholders (other than under the Insurance Policy) and the Class B-1 Noteholders and the Class B-2 Noteholders in accordance with this Series Supplement on the Three-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 2.5(c) of this Series Supplement)), (C) on or after the second Business Day immediately preceding the Four-Year Notes Legal Final Payment Date but prior to the second Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the greater of (x) the Principal Deficit Amount on such date and (y) the sum of the Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount (on or prior to the Four-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts on account of principal that will be available to be distributed to the Class A-3 Noteholders and the Class A-4 Noteholders (other than under the Insurance Policy) and the Class B-3

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Noteholders and the Class B-4 Noteholders in accordance with this Series Supplement on the Four-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 2.5(c) of this Series Supplement)), and (D) on or after the second Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the Series 2005-2 Principal Amount (on or prior to the Five-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts that will be available to be distributed to the Class A-5 Noteholders and the Class A-6 Noteholders (other than under the Insurance Policy) and the Class B-5 Noteholders and the Class B-5 Noteholders in accordance with this Series Supplement on the Five-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 2.5(c) of this Series Supplement)).  The Trustee shall cause the proceeds of any demand on the Series 2005-2 Demand Note to be deposited into the Series 2005-2 Distribution Account, and such proceeds shall be treated as Principal Collections for all purposes hereunder.  If (i) the Trustee shall have made such a Demand Notice and Hertz shall have failed to pay to the Trustee or deposit into the Series 2005-2 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (ii) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on:

(X) the Class B Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of: (A) the amount that Hertz failed to pay under the Series 2005-2 Demand Note (or the amount that the Trustee failed to demand for payment thereunder);

(B)the Class B Non-Ford Letter of Credit Amount on such Business Day; and

(C)on any Business Day:

(i)other than the Business Day immediately preceding a Legal Final Payment Date, the Principal Deficit Amount on such Business Day;

(ii)on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day and (y) the lesser of (1) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the

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Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)on the Business Day immediately preceding the Four-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on such Business Day and (y) the lesser of (1) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 2.3(d)(ii) and Section 2.5(b)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Four-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iii) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final

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Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

(iv)on the Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-5 Principal Amount, the Class A-6 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on such Business Day and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 2.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand Note Demand; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class B Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y) the Class A Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of:

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(A)the excess of the amount that Hertz failed to pay under the Series 2005-2 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(B)the Class A Non-Ford Letter of Credit Amount on such Business Day; and

(C)on any Business Day:

(i)other than the Business Day immediately preceding a Legal Final Payment Date, the excess of the Principal Deficit Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(ii)on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-2

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Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)on the Business Day immediately preceding the Four-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-3 Principal Amount, the Class A-4 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 2.3(d)(i) and Section 2.5(b)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement on the Four-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Four-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Four-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Four-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iii) or to be made in respect of the Four-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Four-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

(iv)on the Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-5 Principal Amount, the Class A-6 Principal Amount, the Class B-5 Principal Amount and the Class B-6 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business

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Day and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-2 Lease Interest Payment Deficit (other than any Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 2.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 2.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-2 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand Note Demand; provided, however that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-2 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class A Non-Ford Cash Collateral Account and any draw on the Class B Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class B Non-Ford Cash Collateral Account, into the Series 2005-2 Collection Account and such proceeds shall be treated as Principal Collections for the Related Month.

Section 2.13.Class B Reserve Account.

(a)Establishment of Class B Reserve Account.  On or prior to the first Series 2005-2 Class B Notes Closing Date, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider an account (the “Class B Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Reserve Account shall be an Eligible Deposit Account.  If the Class B Reserve Account is at any time following such initial Series 2005-2 Class B Notes Closing Date no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge

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that the Class B Reserve Account is no longer an Eligible Deposit Account, establish a new Class B Reserve Account that is an Eligible Deposit Account.  If a new Class B Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Reserve Account into the new Class B Reserve Account.  Initially, the Class B Reserve Account will be established with the Trustee.

(b)Administration of the Class B Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class B Reserve Account to invest funds on deposit in the Class B Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Reserve Account), unless any Permitted Investment held in the Class B Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class B Reserve Account shall remain uninvested.

(c)Earnings from Class B Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class B Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)Class B Reserve Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Reserve Account Collateral”).

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(e)Class B Reserve Account Surplus.  In the event that the Class B Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account an amount equal to the Class B Reserve Account Surplus and (i) pay to Ford, the lesser of (x) such Class B Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, (A) pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class B Reserve Account Surplus over the amounts paid pursuant to clause (i) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-2 Interest Rate Hedge and (B) pay to HVF any portion of such Class B Reserve Account Surplus remaining after any required payments pursuant to clauses (i) and (ii)(A) above.

(f)Termination of Class B Reserve Account.  On or after the date on which the Class B Notes are fully paid, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-2 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, all remaining amounts on deposit therein for payment to HVF.

Section 2.14.Class B Letters of Credit and Class B Cash Collateral Account.

(a)(I) Class B Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Ford Cash Collateral Account Collateral”).

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(II)Class B Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Non-Ford Cash Collateral Account Collateral”).

(b)Class B Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding the amount available to be drawn under such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class B Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount, (iii) the Class B Liquidity Amount would be equal to or greater than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-2 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity Amount would be less than

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the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-2 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-2 Demand Note Payment Amount over the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount, excluding such Class B Non-Ford Letter of Credit but taking into account each substitute Class B Non-Ford Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date and (y) the amount available to be drawn on such expiring Class B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the applicable Class B Cash Collateral Account.

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(c)Class B Letter of Credit Providers.  The Administrator shall notify the Trustee and Fitch in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class B Letter of Credit Provider, a “Class B Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class B Downgrade Event with respect to any Class B Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-2 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount over the Class B Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class B Non-Ford Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class B Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursement to be deposited in a Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.

(d)Class B Preference Amount Demands on the Class B Letters of Credit.  If a Class B Noteholder notifies the Trustee in writing that a Class B Preference Amount is due and owing, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class B Preference Amount and (ii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Preference Payment Demand and shall cause the Class B LOC Preference Payment Disbursements to be paid to the Class B Noteholders; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class B Non-Ford Cash Collateral

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Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class B Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee.  Prior to any draw on the Class B Non-Ford Letters of Credit or withdrawal from the Class B Non-Ford Cash Collateral Account pursuant to this Section 2.14(d), the Trustee shall have received a certified copy of the order requiring the return of such Class B Preference Amount.

(e)(I) Reductions in Stated Amounts of the Class B Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-3-1, requesting a reduction in the stated amount of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Ford Letter of Credit Provider who issued such Class B Ford Letter of Credit with a copy to Ford a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-3-2, requesting the replacement of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class B Ford Letter of Credit having a stated amount equal to the available amount of the Class B Ford Letter of Credit being replaced issued by a Class B Eligible Ford Letter of Credit Provider deliver to the Class B Letter of Credit Provider who issued the Class B Ford Letter of Credit being replaced a written notice in the form provided in such Class B Ford Letter of Credit confirming cancellation of such Class B Ford Letter of Credit and shall deliver such cancelled Class B Ford Letter of Credit to such Class B Letter of Credit Provider as soon as practicable.

(II)Reductions in Stated Amounts of the Class B Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-4, requesting a reduction in the stated amount of any Class B Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Non-Ford Letter of Credit Provider who issued such Class B Non-Ford Letter of Credit a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount and (iv) the Class B Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-2 Demand Note Payment Amount minus the Class A Non-Ford Letter of

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Credit Liquidity Amount.

(f)(I) Draws on the Class B Ford Letters of Credit.  If there is more than one Class B Ford Letter of Credit on the date of any draw on the Class B Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.14(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Ford Letter of Credit Provider issuing such Class B Ford Letter of Credit of the amount of such draw on the Class B Ford Letters of Credit.

(II)Draws on the Class B Non-Ford Letters of Credit.  If there is more than one Class B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.14(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.

(g)(I) Establishment of Class B Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Ford Letter of Credit pursuant to Section 2.14(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Ford Cash Collateral Account into the new Class B Ford Cash Collateral Account.

(II)Establishment of Class B Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Non-Ford Letter of Credit pursuant to Section 2.14(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Non-Ford Cash Collateral Account that is an Eligible

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Deposit Account.  If a new Class B Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Non-Ford Cash Collateral Account into the new Class B Non-Ford Cash Collateral Account.

(h)Administration of the Class B Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class B Cash Collateral Account to invest funds on deposit in a Class B Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class B Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Cash Collateral Account), unless any Permitted Investment held in the Class B Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class B Cash Collateral Account shall remain uninvested.

(i)Earnings from Class B Cash Collateral Account.  All Class B Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)Class B Cash Collateral Account Surplus.  (X) In the event that the Class B Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 2.14(j)(X), withdraw the amount specified by the Administrator from the Class B Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.14(j)(X).  The amount of any such withdrawal from the Class B Ford Cash Collateral Account shall be limited to the lesser of (a) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class B Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class B Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class B Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the excess, if any, of the Series 2005-2 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date.  Any amounts withdrawn from the Class B Ford Cash Collateral Account pursuant to this Section 2.14(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class B Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the

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amount withdrawn from the Class B Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers in respect of the Class B Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class B Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amount.  (Y) Irrespective of whether there is a Class B Cash Collateral Account Surplus, in the event that the Class B Ford Cash Collateral Account has been established pursuant to Section 2.14(g)(I) of this Series Supplement, the proceeds of one or more Class B LOC Termination Disbursements have been deposited therein pursuant to Section 2.14(b) or Section 2.14(c) of this Series Supplement and Ford delivers to the Trustee a Class B Ford Letter of Credit from a Class B Eligible Ford Letter of Credit Provider, the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class B Ford Cash Collateral Account an amount equal to the stated amount of such Class B Ford Letter of Credit and pay such amount to Ford.

(k)Termination of Class B Cash Collateral Account.  On the earlier of the termination of this Series Supplement in accordance with Section 6.13 and the Five-Year Notes Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class B LOC Termination Disbursements deposited into the Class B Ford Cash Collateral Account pursuant to Section 2.14(b) or Section 2.14(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 2.3(e)(II)(Y) or Section 2.5(b)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 2.16 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class B Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class B Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-2 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class B Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class B Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.14(d) above) and shall pay such amounts, first, to Ford, to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure is greater than zero, solely to the

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extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, pro rata to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class B Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 2.15.Subordination of Class B Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class B Notes will be subordinate in all respects to the Class A Notes.  No payments on account of interest or principal with respect to the Class B Notes shall be made on any Payment Date until all payments of interest and principal then due and payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all interest accrued on such accrued interest, all Class A Deficiency Amounts and all Class A Controlled Distribution Amounts) have been paid in full and all Insurer Fees and Insurer Reimbursement Amounts due on such Payment Date have been paid in full.

The Class B Noteholders shall not be entitled to receive the benefit of amounts (i) available under any Class A Letter of Credit, (ii) on deposit in a Class A Cash Collateral Account and (iii) on deposit in the Class A Reserve Account, in each case until the Class A Notes have been paid in full.

Section 2.16.Reimbursement Obligation.  (a)  HVF agrees to pay to Ford in accordance with, and solely to the extent of funds available therefore under, the Indenture:

(i)on and after each date on which a Series 2005-2 Ford Letter of Credit Provider shall pay any Ford LOC Disbursement under a Series 2005-2 Ford Letter of Credit, an amount equal to such Ford LOC Disbursement;

(ii)on and after each date on which any amount is withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 2.3(e)(I)(Y) or Section 2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal; and

(iii)on and after each date on which any amount is withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 2.3(e)(II)(Y) or Section 2.5(b)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal.

(b)Notwithstanding the foregoing, prior to the earlier of (i) the Five-Year Notes Legal Final Payment Date and (ii) the termination of this Series Supplement in accordance with Section 6.13 of this Series Supplement, any amount payable by HVF to Ford pursuant to Section 2.16(A)(ii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class A Ford Cash Collateral Account and any amount

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payable by HVF to Ford pursuant to Section 2.16(A)(iii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class B Ford Cash Collateral Account.

(c)HVF agrees that Ford shall be deemed a “Secured Party” under the Base Indenture and the Related Documents to the extent of Ford Reimbursement Obligations payable by HVF to Ford.  Ford Reimbursement Obligations shall be absolute, unconditional and irrevocable, and shall be paid under all circumstances, including, without limitation, the following circumstances:

(i)any lack of validity or enforceability of this Series Supplement, the Indenture, any Related Document or any Series 2005-2 Ford Letter of Credit;

(ii)the existence of any claim, set-off, defense or other right which HVF may have at any time against Ford, the Trustee or any other beneficiary or any transferee of any Series 2005-2 Ford Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), whether in connection with this Series Supplement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(iii)any statement or any other document presented under any Series 2005-2 Ford Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)any statement or any other document presented under any Series 2005-2 Ford Letter of Credit proving to be insufficient in any respect;

(v)payment by a Series 2005-2 Ford Letter of Credit Provider under a Series 2005-2 Ford Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Series 2005-2 Ford Letter of Credit;

(vi)any non-application or misapplication by the Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the Class A Ford Cash Collateral Account or the Class Ford B Cash Collateral Account; or

(vii)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, HVF.

Section 2.17.Series 2005-2 Closing Account. 

(a)Establishment of Series 2005-2 Closing Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-2 Noteholders, the Series 2005-2 Interest Rate Hedge Provider, the Insurer and Ford an account (the “Series 2005-2 Closing Account”), bearing a designation clearly indicating

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that the funds deposited therein are held for the benefit of the Series 2005-2 Noteholders, the Series 2005-2 Interest Rate Hedge Provider and Ford.  The Series 2005-2 Closing Account shall be an Eligible Deposit Account.  Initially, the Series 2005-2 Closing Account will be established with Deutsche Bank Trust Company Americas.

(b)Administration of the Series 2005-2 Closing Account.  Funds on deposit in the Series 2005-2 Closing Account shall remain uninvested.

(c)Series 2005-2 Closing Account Constitutes Additional Collateral for Series 2005-2 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-2 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-2 Noteholders, the Insurer, the Series 2005-2 Interest Rate Hedge Provider and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-2 Closing Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-2 Closing Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-2 Closing Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-2 Closing Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-2 Closing Account Collateral”).

(d)Termination of Series 2005-2 Closing Account.  On or after the date on which the DTC Closing occurs, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Series 2005-2 Closing Account all remaining amounts on deposit therein for payment to HVF or to such other account as may be specified in such written instruction and signed by the Administrator and by HVF.

ARTICLE III

AMORTIZATION EVENTS

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2005-2 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2005-2 Notes:

(a)HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2005-2 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;

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(b)HVF defaults in the payment of any principal of the Series 2005-2 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)a Class Enhancement Deficiency shall occur and continue for at least three (3) Business Days;

(d)a Class Liquidity Deficiency shall occur and continue for at least three (3) Business Days;

(e)(i) all principal of and interest on the Class A-1 Notes, the Class A-2 Notes, the Class B-1 Notes and the Class B-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, (ii) all principal of and interest on the Class A-3 Notes, the Class A-4 Notes, the Class B-3 Notes and the Class B-4 Notes is not paid in full on or before the Four-Year Notes Expected Final Payment Date or (iii) all principal of and interest on the Class A-5 Notes, the Class A-6 Notes, the Class B-5 Notes and the Class B-6 Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;

(f)the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2005-2 Required Asset Amount for at least three (3) Business Days;

(g)the Insured Principal Deficit Amount shall be greater than zero;

(h)the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2005-2 Excess Collection Account or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Class Enhancement Amount or the Class Liquidity Amount, to the extent applicable;

(i)the Trustee shall make a demand for payment under the Insurance Policy;

(j)the occurrence of an Event of Bankruptcy with respect to the Insurer;

(k)the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy;

(l)the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2005-2 Collateral (other than the Initial Hertz Vehicles and the Service Vehicles) or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

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(m)the occurrence of a Servicer Event of Default;

(n)HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2005-2 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2005-2 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2005-2 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-2 Notes; or

(o)any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2005-2 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-2 Notes.

In the case of

(i)any event described in clauses (a) through (l) above, an Amortization Event with respect to the Series 2005-2 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2005-2 Noteholder or

(ii)any event described in clauses (m) through (o) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2005-2 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2005-2 Notes has occurred as of the date of the notice.

Amortization Events with respect to the Series 2005-2 Notes described in clauses (j) and (k) above will not be subject to waiver.  An Amortization Event with respect to the Series 2005-2 Notes described in clauses (a) through (i) and clauses (l) through (o) above will be subject to waiver in accordance with Section 9.4 of the Base Indenture.

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2005-2 Notes described in clause (l) above shall be curable at any time.

ARTICLE IV

RESERVED

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ARTICLE V

FORM OF SERIES 2005-2 NOTES

Section 5.1.Initial Issuance of Series 2005-2 Notes.  The Class A Notes are being offered and sold by HVF pursuant to the Class A Purchase Agreement.  The Class B Notes may be offered and sold on any Series 2005-2 Class B Notes Closing Date by HVF pursuant to a Class B Purchase Agreement.  The Series 2005-2 Notes will be resold initially only (A) to qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Series 2005-2 Notes may thereafter be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Series 2005-2 Notes will initially be issued in the form of Definitive Notes without interest coupons and may be transferred or exchanged for other Series 2005-2 Notes in the form of Book-Entry Notes or in the form of Definitive Notes, as provided in Annex B hereto.  DTC will be the Depository for any Series 2005-2 Notes which are in the form of Book-Entry Notes.  The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Series 2005-2 Notes which are in the form of Book-Entry Notes.

Section 5.2.Restricted Notes.

(a)Restricted Certificated Notes.  On the Series 2005-2 Closing Date, the Series 2005-2 Notes will be initially issued to the Initial Purchasers in the form of Definitive Notes in fully registered form without interest coupon, substantially in the form set forth in Exhibits A-1-1-C, A-2-1-C, A-3-1-C, A-4-1-C, A-5-1-C and A-6-1-C, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Series Supplement (the “Restricted Certificated Notes”).  The Restricted Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Restricted Certificated Notes, as evidenced by their execution of the Restricted Certificated Notes.  The Restricted Certificated Notes may be produced in any manner, all as determined by the officers executing such Restricted Certificated Notes, as evidenced by their execution of such Restricted Certificated Notes.  Prior to the DTC Closing Availability, the aggregate initial principal amount of the Restricted Certificated Note may from time to time be increased or decreased by the issuance of replacement Restricted Certificated Notes, in connection with an exchange or transfer of a Restricted Certificated Note, as provided in Annex B hereto.  Upon the occurrence of the DTC Closing Availability, all Restricted Certificated Notes shall immediately without any [notice or other] action on the part of any Noteholder be exchanged or transferred for Series 2005-2 Notes in the form of one or more Restricted Global Notes or Regulation S Global Notes in accordance with Annex B hereto.

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(b)Restricted Global Notes.  Each Class of Series 2005-2 Notes may be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-1-1, A-2-1, A-3-1, A-4-1, A-5-1, A-6-1, A-7-1, A-8-1, A-9-1, A-10-1, A-11-1 and A-12-1 respectively, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

Section 5.3.Regulation S Notes.

(a)Regulation S Certificated Notes and Unrestricted Certificated Notes.  Prior to the DTC Closing Availability, each Class of the Series 2005-2 Notes offered and sold in reliance upon Regulation S may be issued in the form of one or more definitive Notes in fully registered form without interest coupons, substantially in the form set forth in Exhibits A-1-2-C, A-2-2-C, A-3-2-C, A-4-2-C, A-5-2-C and A-6-2-C, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Series Supplement.  Until such time as the Restricted Period shall have terminated, such Series 2005-2 Notes shall be referred to herein collectively as the “Regulation S Certificated Notes”.  The Regulation S Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Regulation S Certificated Notes, as evidenced by their execution of the Regulation S Certificated Notes.  The Regulation S Certificated Notes may be produced in any manner, all as determined by the officers executing such Regulation S Certificated Notes, as evidenced by their execution of such Regulation S Certificated Notes.  After such time as the Restricted Period shall have terminated with respect to any Series 2005-2 Note, such Series 2005-2 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent certificated notes in fully registered form without interest coupons, substantially in the forms set forth in Exhibits A-1-3-C, A-2-3-C, A-3-3-C, A-4-3-C, A-5-3-C and A-6-3-C as hereinafter provided (collectively, the “Unrestricted Certificated Notes”, and together with the Regulation S Certificated Notes and the Restricted Certificated Notes, the “Certificated Notes”).  The Unrestricted Certificated Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Unrestricted Certificated Notes, as evidenced by their execution of the Unrestricted Certificated Notes.  The Unrestricted Certificated Notes may be produced in any manner, all as determined by the officers executing such Unrestricted Certificated Notes, as evidenced by their execution of such Unrestricted Certificated Notes.  The aggregate principal amount of the Regulation S Certificated Notes or the Unrestricted Certificated Notes may from time to time be increased or decreased by the issuance of replacement Regulation S Certificated Notes or the Unrestricted Certificated Notes, as applicable, in connection with an

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exchange or transfer of the Regulation S Certificated Notes or the Unrestricted Certificated Notes, as hereinafter provided.

(b)Regulation S Global Notes and Unrestricted Global Notes.  Each Class of the Series 2005-2 Notes offered and sold in reliance upon Regulation S may be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-1-2, A-2-2, A-3-2, A-4-2, A-5-2 and A-6-2, and any Class B Notes offered and sold on a Series 2005-2 Class B Notes Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-7-2, A-8-2, A-9-2, A-10-2, A-11-2 and A-12-2, in each case registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated, such Series 2005-2 Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated with respect to any Series 2005-2 Note, such Series 2005-2 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth in Exhibits A-1-3, A-2-3, A-3-3, A-4-3, A-5-3, A-6-3, A-7-3, A-8-3, A-9-3, A-10-3, A-11-3 and A-12-3 as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

Section 5.4.Transfer Restrictions.

(a)A Series 2005-2 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 5.4(a) shall not prohibit any transfer of a Series 2005-2 Note that is issued in exchange for a Series 2005-2 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2005-2 Global Note effected in accordance with the other provisions of this Section 5.4.

(b)The transfer by a Series 2005-2 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information

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and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)If a Series 2005-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the “Regulation S Global Note”), or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-1 given by the Series 2005-2 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)If a Series 2005-2 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(d).  Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-2 given by the Series 2005-2 Note Owner holding such beneficial interest in such Restricted Global

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Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)If a Series 2005-2 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-3 given by such Series 2005-2 Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)In the event that a Series 2005-2 Global Note or any portion thereof is exchanged for Series 2005-2 Notes other than Series 2005-2 Global Notes, such other Series 2005-2 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2005-2 Notes that are not Series 2005-2 Global Notes or for a beneficial interest in a Series 2005-2 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 5.4(a)

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through Section 5.4(e) and Section 5.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2005-2 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

(g)Until the termination of the Restricted Period with respect to any Series 2005-2 Note, interests in the Regulation S Global Notes representing such Series 2005-2 Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 5.4(g) shall not prohibit any transfer in accordance with Section 5.4(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)The Series 2005-2 Notes shall bear the following legends to the extent indicated:

(i)The Restricted Global Notes and the Restricted Certificated Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii)The Regulation S Global Notes and the Regulation S Certificated Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR

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WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii)The Series 2005-2 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

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(iv)The required legends set forth above shall not be removed from the applicable Series 2005-2 Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2005-2 Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Series 2005-2 Note or Series 2005-2 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Series 2005-2 Note as provided above, no other Series 2005-2 Note issued in exchange for all or any part of such Series 2005-2 Note shall bear such legend, unless HVF has reasonable cause to believe that such other Series 2005-2 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

(i)HVF shall take all actions that are required, necessary or desirable to cause the DTC Closing Availability to occur as soon as practicable unless otherwise directed by the Series 2005-2 Noteholders.

ARTICLE VI

GENERAL

Section 6.1.Optional Redemption of Series 2005-2 Notes.  (a)  HVF may, at its option, redeem any Class of Series 2005-2 Notes as a whole on any Payment Date on which the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal Amount, the Class A-6 Outstanding Principal Amount, the Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3 Principal Amount, the Class B-4 Principal Amount, the Class B-5 Principal Amount or the Class B-6 Principal Amount, as the case may be, is equal to or less than 10% of the Initial Class A-1 Principal Amount, the Initial Class A-2 Principal Amount, the Initial Class A-3 Principal Amount, the Initial Class A-4 Principal Amount, the Initial Class A-5 Principal Amount, the Initial Class A-6 Principal Amount, the Initial Class B-1 Principal Amount, the Initial Class B-2 Principal Amount, the Initial Class B-3 Principal Amount, the Initial Class B-4 Principal Amount, the Initial Class B-5 Principal Amount or the Initial Class B-6 Principal Amount, as the case may be, with funds deposited in the Series 2005-2 Distribution Account pursuant to Section 2.2 of this Series Supplement, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon; provided, however, as a condition precedent to any redemption, HVF shall pay to the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts due and payable, to each Interest Rate Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider under its related Series 2005-2 Interest Rate Hedge and to Ford, all unpaid Ford Reimbursement Obligations.

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(b)If HVF elects to redeem any Class of the Series 2005-2 Notes pursuant to the provisions of Section 6.1(a), it shall notify the Trustee in writing at least 30 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the Series 2005-2 Notes subject to redemption and (iii) the principal amount of the Series 2005-2 Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Series 2005-2 Noteholders of the Series 2005-2 Notes to be redeemed.  Such notice shall be given not less than ten (10) days prior to the intended date of redemption.

Section 6.2.Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2005-2 Notes, substantially in the form of Exhibit G, setting forth, inter alia, the following information:

(i)the total amount available to be distributed to Series 2005-2 Noteholders on such Payment Date;

(ii)the amount of such distribution allocable to the payment of principal of each Class of the Series 2005-2 Notes;

(iii)the amount of such distribution allocable to the payment of interest on each Class of the Series 2005-2 Notes;

(iv)the Class A-1 Carryover Controlled Amortization Amount, the Class A-2 Carryover Controlled Amortization Amount, the Class A-3 Carryover Controlled Amortization Amount, the Class A-4 Carryover Controlled Amortization Amount, the Class A-5 Carryover Controlled Amortization Amount, the Class A-6 Carryover Controlled Amortization Amount, the Class B-1 Carryover Controlled Amortization Amount, the Class B-2 Carryover Controlled Amortization Amount, the Class B-3 Carryover Controlled Amortization Amount, the Class B-4 Carryover Controlled Amortization Amount, the Class B-5 Carryover Controlled Amortization Amount or the Class B-6 Carryover Controlled Amortization Amount, in each case, if any, for the Related Month;

(v)the Series 2005-2 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(vi)the Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B Liquidity Amount and the Class B Adjusted Liquidity Amount, in each case, if any, as of the close of business on the last day of the Related Month;

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(vii)whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

(viii)whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(ix)whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2005-2 Notes has occurred;

(x)the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(xi)the Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle Percentage Excess, the Mazda Vehicle Percentage Excess and the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess as of the close of business on the last day of the Related Month;

(xii)the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xiii)the Class A Required Non-Eligible Vehicle Enhancement Percentage as of the close of business on the last day of the Related Month and the Non-Program Vehicle Measurement Month Average, if any, included in the calculation of such Class A Required Non-Eligible Vehicle Enhancement Percentage;

(xiv)the Class A Required Enhancement Incremental Amount and the Class B Required Enhancement Incremental Amount, if any, as of the close of business on the last day of the Related Month;

(xv)the Class A Required Liquidity Amount and the Class B Required Liquidity Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class Liquidity Deficiency with respect to any Class of Series 2005-2 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvi)the Class A Required Enhancement Amount and the Class B Required Enhancement Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class Enhancement Deficiency with respect to any Class of Series 2005-2 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvii)the Class A Required Overcollateralization Amount, the Class A Overcollateralization Amount, the Class B Required

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Overcollateralization Amount and the Class B Overcollateralization Amount, in each case, if any, as of the close of business on the last day of the Related Month;

(xviii)the Class A Required Reserve Account Amount, the Class A Available Reserve Account Amount, the Class B Required Reserve Account Amount and the Class B Available Reserve Account Amount, in each case, if any, as of the close of business on the last day of the Related Month;

(xix)the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xx)the percentage of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

(xxi)the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Non-Program Vehicles manufactured by such Manufacturer; and

(xxii)the Class A Principal Amount with respect to each Class of Class A Notes as of such Payment Date and the Class B Principal Amount with respect to each Class of Class B Notes as of such Payment Date; and

(xxiii)such other items as may be specified in a Class B Notes Term Sheet.

The Trustee shall provide to the Series 2005-2 Noteholders, or their designated agent, the Insurer and each Interest Rate Hedge Provider copies of each Monthly Noteholders’ Statement.

Section 6.3.Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1-1:Form of Restricted Global Class A-1 Note

Exhibit A-1-1-C:Form of Restricted Certificated Class A-1 Note

Exhibit A-1-2:Form of Regulation S Global Class A-1 Note

Exhibit A-1-2-C:Form of Regulation S Certificated Class A-1 Note

Exhibit A-1-3:Form of Unrestricted Global Class A-1 Note

Exhibit A-1-3-C:Form of Unrestricted Certificated Class A-1 Note

Exhibit A-2-1:Form of Restricted Global Class A-2 Note

Exhibit A-2-1-C:Form of Restricted Certificated Class A-2 Note

Exhibit A-2-2:Form of Regulation S Global Class A-2 Note

Exhibit A-2-2-C:Form of Regulation S Certificated Class A-2 Note

Exhibit A-2-3:Form of Unrestricted Global Class A-2 Note

Exhibit A-2-3-C:Form of Unrestricted Certificated Class A-2 Note

Exhibit A-3-1:Form of Restricted Global Class A-3 Note

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Exhibit A-3-1-C:Form of Restricted Certificated Class A-3 Note

Exhibit A-3-2:Form of Regulation S Global Class A-3 Note

Exhibit A-3-2-C:Form of Regulation S Certificated Class A-3 Note

Exhibit A-3-3:Form of Unrestricted Global Class A-3 Note

Exhibit A-3-3-C:Form of Unrestricted Certificated Class A-3 Note

Exhibit A-4-1:Form of Restricted Global Class A-4 Note

Exhibit A-4-1-C:Form of Restricted Certificated Class A-4 Note

Exhibit A-4-2:Form of Regulation S Global Class A-4 Note

Exhibit A-4-2-C:Form of Regulation S Restricted Class A-4 Note

Exhibit A-4-3:Form of Unrestricted Global Class A-4 Note

Exhibit A-4-3-C:Form of Unrestricted Certificated Class A-4 Note

Exhibit A-5-1:Form of Restricted Global Class A-5 Note

Exhibit A-5-1-C:Form of Restricted Certificated Class A-5 Note

Exhibit A-5-2:Form of Regulation S Global Class A-5 Note

Exhibit A-5-2-C:Form of Regulation S Certificated Class A-5 Note

Exhibit A-5-3:Form of Unrestricted Global Class A-5 Note

Exhibit A-5-3-C:Form of Unrestricted Certificated Class A-5 Note

Exhibit A-6-1:Form of Restricted Global Class A-6 Note

Exhibit A-6-1-C:Form of Restricted Certificated Class A-6 Note

Exhibit A-6-2:Form of Regulation S Global Class A-6 Note

Exhibit A-6-2-C:Form of Regulation S Certificated Class A-6 Note

Exhibit A-6-3:Form of Unrestricted Global Class A-6 Note

Exhibit A-6-3-C:Form of Unrestricted Certificated Class A-6 Note

Exhibit A-7-1:Form of Restricted Global Class B-1 Note

Exhibit A-7-2:Form of Regulation S Global Class B-1 Note

Exhibit A-7-3:Form of Unrestricted Global Class B-1 Note

Exhibit A-8-1:Form of Restricted Global Class B-2 Note

Exhibit A-8-2:Form of Regulation S Global Class B-2 Note

Exhibit A-8-3:Form of Unrestricted Global Class B-2 Note

Exhibit A-9-1:Form of Restricted Global Class B-3 Note

Exhibit A-9-2:Form of Regulation S Global Class B-3 Note

Exhibit A-9-3:Form of Unrestricted Global Class B-3 Note

Exhibit A-10-1:Form of Restricted Global Class B-4 Note

Exhibit A-10-2:Form of Regulation S Global Class B-4 Note

Exhibit A-10-3:Form of Unrestricted Global Class B-4 Note

Exhibit A-11-1:Form of Restricted Global Class B-5 Note

Exhibit A-11-2:Form of Regulation S Global Class B-5 Note

Exhibit A-11-3:Form of Unrestricted Global Class B-5 Note

Exhibit A-12-1:Form of Restricted Global Class B-6 Note

Exhibit A-12-2:Form of Regulation S Global Class B-6 Note

Exhibit A-12-3:Form of Unrestricted Global Class B-6 Note

Exhibit B-1-1:Form of Class A Letter of Credit

Exhibit B-1-2:Form of Class A Ford Letter of Credit

Exhibit B-2-1:Form of Class B Letter of Credit

Exhibit B-2-2:Form of Class B Ford Letter of Credit

Exhibit C:Form of Lease Payment Deficit Notice

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Exhibit D-1-1:Form of Class A Ford Letter of Credit Reduction Notice

Exhibit D-1-2:Form of Class A Ford Letter of Credit Termination Notice

Exhibit D-2:Form of Class A Non-Ford Letter of Credit Reduction Notice

Exhibit D-3-1:Form of Class B Ford Letter of Credit Reduction Notice

Exhibit D-3-2:Form of Class B Ford Letter of Credit Termination Notice

Exhibit D-4:Form of Class B Non-Ford Letter of Credit Reduction Notice

Exhibit E:Reserved

Exhibit F-1:Form of Transfer Certificate

Exhibit F-2:Form of Transfer Certificate

Exhibit F-3:Form of Transfer Certificate

Exhibit G:Form of Monthly Noteholders’ Statement

Exhibit H:Form of Series 2005-2 Demand Note

Exhibit I:Form of Transfer Certificate for Certificated Notes

Section 6.4.Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 6.5.Notice to Insurer, Rating Agencies, Interest Rate Hedge Provider and Ford.  The Trustee shall provide to the Insurer, each Rating Agency and each Interest Rate Hedge Provider a copy of each notice to the Series 2005-2 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.  Each such Opinion of Counsel to be delivered to the Insurer shall be addressed to the Insurer, shall be from counsel reasonably acceptable to the Insurer and shall be in form and substance reasonably acceptable to the Insurer.  The Trustee shall provide notice to each Rating Agency of any consent by the Insurer to the waiver of the occurrence of any Series 2005-2 Limited Liquidation Event of Default.  In addition, only for so long as the Ford LOC Exposure Amount is greater than zero, the Trustee shall provide to Ford a copy of each report, notice and other information provided to the Series 2005-2 Noteholders pursuant to this Series Supplement or any other Related Document.  All such notices, opinions, certificates or other items to be delivered to the Insurer shall be forwarded to Ambac Assurance Corporation, One State Street Plaza, New York, New York 10004, Attention: General Counsel, Facsimile No.: (212) 208-3566, Confirmation No.: (212) 668-0430.  All such notices, opinions, certificates or other items to be delivered to the Interest Rate Hedge Provider shall be forwarded to the address specified for notices in the Series 2005-2 Interest Rate Hedge.  All such notices, opinions, certificates or other items to be delivered to Ford shall be forwarded to Ford Motor Company, 1 American Road, Dearborn, MI 48126 Attention: Director — Global Banking, Facsimile No.: (313) 594-0110.

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Section 6.6.Insurer Deemed Class A Noteholder and Secured Party.  Except for any period during which an Insurer Default is continuing, the Insurer shall be deemed to be the holder of 100% of the Class A Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, declarations, notices and/or taking any other action pursuant to the Base Indenture, this Series Supplement and the other Related Documents.  Any reference in the Base Indenture or the Related Documents to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Class A Notes, to refer to the rights or interests of the Insurer.  In addition, the Insurer shall constitute an “Enhancement Provider” with respect to the Series 2005-2 Notes for all purposes under the Base Indenture, the other Related Documents and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2005-2 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, the Insurer shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to the Insurer pursuant to this Series Supplement.  Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for, the benefit of the Class A Noteholders, the Insurer shall be deemed to be the Class A Noteholders with respect to 100% of the Series 2005-2 Notes for such purposes.  In addition, all provisions of this Series Supplement (i) requiring the consent (written or otherwise), approval, advice or satisfaction of the Insurer, (ii) requiring notice to be provided to the Insurer, (iii) requiring any other action or involvement on the part of the Insurer, (iv) granting to the Insurer any rights or remedies, (v) taking into consideration the interests of the Insurer, or the effect of any event or action on the Insurer or (vi) permitting the Insurer to take any actions, in each case shall no longer have any effect at any time after the Class A Notes have been paid in full and the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement.

Section 6.7.Third Party Beneficiary.  Each of the Insurer, Ford, in its capacity as accountholder of a Series 2005-2 Ford Letter of Credit, and each Interest Rate Hedge Provider is an express third party beneficiary of (i) the Base Indenture to the extent of provisions relating to any Enhancement Provider, in the case of the Insurer and the Series 2005-2 Interest Rate Hedge Provider, or to the extent of the provisions relating to Ford, in the case of Ford and (ii) this Series Supplement.

Section 6.8.Prior Notice by Trustee to Insurer.  Subject to Section 10.1 of the Base Indenture, except for any period during which an Insurer Default is continuing, the Trustee agrees that so long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes, other than the Series 2005-2 Notes, it shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-2 Notes (except those set forth in clauses (j) and (k) of Article III of this Series Supplement) until after the Trustee has given prior written notice thereof to the Insurer and obtained the direction of the Insurer, so long as the Insurer, through operation of Section 6.6 of this Series Supplement, constitutes the Required Noteholders of the Series 2005-2 Notes.  The Trustee agrees to notify the Insurer promptly following any exercise of rights or remedies available to it as

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a result of the occurrence of an Amortization Event with respect to the Series 2005-2 Notes.

Section 6.9.Subrogation.  In furtherance of and not in limitation of the Insurer’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent of any payment made by the Insurer under the Insurance Policy with respect to interest on or principal of the Series 2005-2 Notes, the Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment to the rights of the Series 2005-2 Noteholders under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as the Insurer may reasonably request to evidence such subrogation.

Furthermore, in furtherance of and not in limitation of Ford’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent that Ford LOC Disbursements or amounts on deposit in the Class A Ford Cash Collateral Account or Class B Ford Cash Collateral Account are applied to pay interest on or principal of the Series 2005-2 Notes and Ford has reimbursed the applicable Series 2005-2 Letter of Credit Providers for such Ford LOC Disbursements or such amounts deposited in the Class A Ford Cash Collateral Account or the Class B Ford Cash Collateral Account, Ford is to be fully subrogated to the extent of such payment under the Indenture; provided such rights shall be subordinated in all respects to the rights of subrogation of the Insurer set forth in the preceding paragraph and to the rights of the Noteholders to the payment in full of all amounts owing to them under the Indenture. Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as Ford may reasonably request to evidence such subrogation.

Section 6.10.Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 6.11.Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section 6.12.Amendments.  This Series Supplement and any Class B Notes Term Sheet may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided, that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2005-2 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2005-2 Notes is required for a proposed amendment or modification of this Series Supplement that does not affect in any material respect one or more Classes of the Series 2005-2 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2005-2 Noteholders representing more than 50% of the aggregate outstanding principal amount of the Classes of the Series 2005-2

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Notes affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2005-2 Noteholders holding the Classes of the Series 2005-2 Notes not affected by such amendment or modification); provided, further, that for so long as any Class B Notes are outstanding, any amendment to any of the Related Documents that (i) pursuant to the terms of the Base Indenture would require the consent of the Required Noteholders with respect to the Series 2005-2 Notes and (ii) would result in a reduction in the amount of Rent payable under the Lease or would otherwise have the effect of reducing the Enhancement available to the Class B Notes shall require the consent of Class B Noteholders holding more than 50% of the Class B Notes.  Any amendment to this Series Supplement that adversely affects in any material respect the interests of an Interest Rate Hedge Provider shall require the prior written consent of such Interest Rate Hedge Provider.  For so long as the Ford LOC Exposure Amount is greater than zero, any amendment to any provision of this Series Supplement shall be subject to Section 6.17 of this Series Supplement.  Furthermore, for so long as any Class A Notes are Outstanding, any amendment, waiver or other modification pursuant to Section 12.2(iii) of the Base Indenture shall require the prior written consent of the Insurer, such consent not to be unreasonably withheld or delayed.

Section 6.13.Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2005-2 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2005-2 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, (iii) the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement, (iv) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-2 Interest Rate Hedge, (v) Ford has been paid all amounts payable to it hereunder and no amounts are required hereby to be retained in any Series Account with respect to the Series 2005-2 Notes and (vi) the Series 2005-2 Demand Note Payment Amount is equal to zero or the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount are each equal to zero.

Section 6.14.Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 6.13 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2005-2 Notes without the consent of the Required Noteholders with respect to the Series 2005-2 Notes.

Section 6.15.Effect of Payment by Insurer.  Anything in this Series Supplement to the contrary notwithstanding, any payments of principal of or interest on the Class A Notes that is made with moneys received pursuant to the terms of the Insurance Policy shall not (except for the purpose of calculating the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount, the Class A-4 Outstanding Principal Amount, the Class A-5 Outstanding Principal Amount and the Class A-6 Outstanding Principal Amount be considered payment of the Class A Notes by HVF.  The Trustee

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acknowledges that, without the need for any further action on the part of the Insurer, (i) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on, the Class A Notes to the Trustee for the benefit of the Class A Noteholders or to the Class A Noteholders (including any Preference Amounts as defined in the Insurance Policy), the Insurer will be fully subrogated to the rights of such Class A Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Class A Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Class A Noteholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided in this Series Supplement for payment of such principal and interest and, in each case, only after the Class A Noteholders have received all payments of principal and interest due to them under this Series Supplement on the related Payment Date.

Section 6.16.Interest Rate Hedge Provider Deemed Secured Party.  Each Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-2 Notes for all purposes under the Base Indenture, the other Related Documents and each Series 2005-2 Interest Rate Hedge shall constitute an “Enhancement Agreement” with respect to the Series 2005-2 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to such Interest Rate Hedge Provider under its Series 2005-2 Interest Rate Hedge and pursuant to this Series Supplement.

Section 6.17.Ford Covenants.  HVF hereby covenants and agrees with Ford that, only for so long as the Ford LOC Exposure Amount is greater than zero:

(a)Distributions to HVF.  No amounts will be distributed to HVF pursuant to any provision of the Indenture if, after giving effect to that distribution, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

(b)Inspection of Property, Books and Records.  It will permit representatives of Ford to visit and inspect any of its properties and to examine any of its books and records, and to discuss its affairs, finances and accounts with the Servicer and its officers, directors, employees and independent public accountants all at such reasonable times and on reasonable notice and as often as may reasonably be requested (but, prior to the occurrence of a Potential Amortization Event or an Amortization Event, not more than twice in any year).

(c)Other Series Supplements.  Each Series Supplement will provide for the payment of Ford Reimbursement Obligations prior to any distribution or other release of funds to HVF thereunder and prior to any payment of any termination payments under Swap Agreements; provided, however, that on or prior to January 6, 2006, the Series 2002-1 Supplement, dated as of September 18, 2002, by and between HVF and the Trustee, as amended, supplemented or otherwise modified from time to time, will not be required to provide for any payment of Ford Reimbursement Obligations.

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(d)No Amendments.  It will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed), (i) extend or otherwise modify the Three-Year Notes Expected Final Payment Date, the Four-Year Notes Expected Final Payment Date, the Five-Year Notes Expected Final Payment Date, the Three-Year Notes Legal Final Payment Date, the Four-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, (ii) amend, modify or waive Sections 2.2(d), (e) and (f), 2.3(d) and (e), 2.5(a), (b), and (d), 2.7(e) and (f), 2.8(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 2.12, 2.13(e) and (f), 2.14(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 2.16, 6.5, 6.7, 6.9 6.12, 6.13 and 6.17 of this Series Supplement or any other provision of the Series 2005-2 Supplement providing for drawings on the Series 2005-2 Letters of Credit or withdrawals from the Class A Reserve Account or the Class B Reserve Account or the payment by HVF of Ford Reimbursement Obligations or any terms used in such provisions, (iii) amend, modify or waive the definitions of Fleet Equity Amount, Fleet Equity Condition, or Required Minimum Fleet Equity Amount, or the effect of the use of those terms to prohibit certain payments, (iv) amend, modify or waive any of the provisions of any other Series Supplement providing for the payment by HVF of Ford Reimbursement Obligations, (v) amend, modify or waive the provisions of Sections 5.2(b) or 5.2(d) of the Base Indenture or (vi) amend, modify or waive the Base Indenture, enter into any Series Supplement or amend, modify or waive any Series Supplement in a manner that provides for an invested percentage calculation that is different than that contained in the Series Supplements relating to the Series of Notes being issued on the Series 2005-2 Closing Date.

(e)Outstanding Letters of Credit.  After the Series 2005-2 Closing Date, it will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed) obtain a Class A Non-Ford Letter of Credit for so long as any Class B Ford Letters of Credit remain outstanding.

Section 6.18.Issuances of Class B Notes.

(a)Notwithstanding the inclusion of Class B Notes in this Series Supplement, no Class B Notes will be issued on the Series 2005-2 Closing Date.  Until such time as Class B Notes are issued, all provisions relating to the Class B Notes (other than the provisions of this Section 6.18) contained herein, shall be disregarded.  From time to time on any Distribution Date prior to the Expected Final Payment Date for a Class of Class B Notes, HVF, subject to the conditions set forth in clause (b) below, may issue Class B Notes of such Class.

(b)Class B Notes may be issued only upon satisfaction of the following conditions:

(i)The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series 2005-2 Class B Notes Closing Date requesting that the Trustee authenticate and deliver one or more Classes of Class B Notes specified in such Company Request;

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(ii)The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of one or more Classes of Class B Notes, to be issued pursuant to this Series Supplement, as supplemented by the Class B Notes Term Sheet with respect to such Class or Classes of Class B Notes, by the Trustee and specifying the designation of such Class or Classes of Class B Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such Class or Classes of Class B Notes to be authenticated and the Note Rate with respect to such Class or Classes of Class B Notes;

(iii)The Trustee shall have received an Officer’s Certificate of HVF dated as of the applicable Series 2005-2 Class B Notes Closing Date to the effect that:

(A)no Amortization Event, Limited Liquidation Event of Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes,

(B)no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of Default, Operating Lease Event of Default, Potential Operating Lease Event of Default or Potential Manufacturer Event of Default is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes, and

(C)all conditions precedent provided in the Base Indenture and this Series Supplement with respect to the authentication and delivery of such Class or Classes of Class B Notes have been satisfied;

(iv)a Class B Notes Term Sheet, substantially in the form of Annex A hereto, shall have been executed by HVF and the Trustee;

(v)the Series 2005-2 Rating Agency Condition shall have been satisfied in respect of the issuance of such Class or Classes of Class B Notes;

(vi)for so long as any Class B Notes are Outstanding, one or more Series 2005-2 Interest Rate Hedges have been acquired from one or more Eligible Interest Rate Hedge Provider in an aggregate initial notional amount equal to the aggregate Principal Amount of the Class B Notes issued, each with a strike rate equal to no more than 5.50% or as otherwise agreed by Fitch and each other Rating Agency rating the Class B Notes and that otherwise satisfies Section 2.11 of this Series Supplement;

(vii)the excess of the principal amount of any of the Class B Notes over their issue price will not exceed the maximum amount permitted under the Code without the creation of an original issue discount,

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(viii)the Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale of the Class A Notes, including without limitation, opinions to the effect that:

163

(A)the Class B Notes will be characterized as indebtedness for federal income tax purposes,

(B)the issuance of the Class B Notes will not affect adversely the United States federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon on Opinion of Counsel) characterized as debt at the time of their issuance and HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes,

(C)all instruments furnished to the Trustee conform to the requirements of the Base Indenture and this Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the Class B Notes, and all conditions precedent provided for in the Base Indenture and this Series Supplement with respect to the authentication and delivery of the Class B Notes have been complied with,

(D)the Class B Notes Term Sheet with respect to the Class or Classes of Class B Notes being issued on such Series 2005-2 Class B Notes Closing Date has been duly authorized, executed and delivered by HVF,

(E)the Class B Notes being issued on such Series 2005-2 Class B Notes Closing Date have been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of the Base Indenture and this Series Supplement, will constitute valid, binding and enforceable obligations of HVF entitled to the benefits of the Base Indenture and this Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity,

(F)each of the Class B Notes Term Sheets with respect to Class B Notes being issued on such Series 2005-2 Class B Notes Closing Date and this Series Supplement, as supplemented thereby, is a legal, valid and binding agreement of HVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(G)such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

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IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC
By:	/s/ Robert H. Rillings
	Name: Robert H. Rillings
	Title: Vice President & Treasurer
BNY MIDWEST TRUST COMPANY,
as Trustee,
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Assistant Vice President

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ANNEX B

Transfer or Exchange of Certificated Notes

(a)The Certificated Notes may be transferred or exchanged, in whole or in part, for other Certificated Notes[, upon surrender of the Certificated Notes to be exchanged at any office or agency of the Registrar maintained for such purpose].  Upon the occurrence of the DTC Closing Availability, the Restricted Certificated Notes shall immediately without any [notice or other] action on the part of any Noteholder, be transferred or exchanged, in whole and not in part, for Restricted Global Notes[, upon surrender of the Restricted Certificated Notes to be exchanged at any office or agency of the Registrar maintained for such purpose].  In the event that any such Certificated Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, HVF shall execute and after HVF has executed, the Trustee shall authenticate, the Series 2005-2 Notes which the Series 2005-2 Noteholder making the exchange is entitled to receive or have a beneficial interest in, as applicable.

[Every Certificated Note presented or surrendered for registration of transfer or exchange shall be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with a medallion signature guarantee, and (ii) accompanied by such other documents as the Trustee may require.]

[All Series 2005-2 Notes issued upon any registration of transfer or exchange of the Certificated Notes shall be the valid obligations of HVF, evidencing the same debt, and entitled to the same benefits under the Base Indenture and this Series Supplement, as the Certificated Notes surrendered upon such registration of transfer or exchange.]

No service charge shall be payable for any registration of transfer or exchange of Certificated Notes.

(b)The transfer or exchange of a Restricted Certificated Note to a Person who wishes to take delivery thereof in a new Restricted Certificated Note or in the form of a beneficial interest in a Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)The holder of any Certificated Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Certificated Note at the office maintained by the Registrar for such purpose, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a

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written instrument of transfer in form satisfactory to HVF and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit I hereto.  In exchange for any Certificated Note properly presented for transfer, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, one or more other Certificated Notes (as the transferee may request) which collectively have an aggregate principal amount equal to the aggregate principal amount as was transferred.  In the case of the transfer of any Certificated Note in part, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, one or more Certificated Notes (as the transferee may request) which collectively have an aggregate principal amount equal to the aggregate principal amount that was not transferred.  [No transfer of any Certificated Note shall be made unless the request for such transfer is made by the Holder at such office.]  Neither HVF nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Certificated Notes, the Trustee shall recognize the Holders of such Certificated Note as Series 2005-2 Noteholders.  Notwithstanding anything to the contrary contained herein, upon the occurrence of the DTC Closing Availability (i) all Certificated Notes which are Regulation S Certificated Notes or Unrestricted Certificated Notes shall be exchanged for one or more Restricted Certificated Notes (as the transferee may request) which collectively have an aggregate principal amount equal to the aggregate principal amount of the Regulation S Certificated Notes and Unrestricted Certificated Notes so exchanged and (ii) all Restricted Certificated Notes shall be exchanged or transferred for Restricted Global Notes.

(d)Promptly upon the occurrence of the DTC Closing Availability, the Trustee shall notify the Registrar, and upon receipt by the Registrar, at the office of the Registrar, of a certificate in substantially the form set forth in Exhibit I given by the Series 2005-2 Noteholders holding Restricted Certificated Notes, Regulation S Certificated Notes or Unrestricted Certificated Notes, the Registrar shall instruct BNY MTC to cancel each Restricted Certificated Note, Regulation S Certificated Note and Unrestricted Certificated Note, and shall instruct BNY MTC, as custodian of DTC, to transfer or exchange such Restricted Certificated Notes, Regulation S Certificated Notes and Unrestricted Certificated Notes, as applicable, for an interest in Restricted Global Notes, Regulation S Global Notes and Unrestricted Global Notes, as specified in such notice, and record the principal amount of such Restricted Global Notes, Regulation S Global Notes and Unrestricted Global Notes, as applicable, in an amount equal to the principal amount of such exchanged or transferred Restricted Certificated Notes, Regulation S Certificated Notes or Unrestricted Certificated Notes, as applicable, and to credit or cause to be credited to the account of the Persons specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Restricted Global Notes, Regulation S Global Notes and Unrestricted Global Notes, as applicable, having a principal amount equal to the principal amount of such exchanged or transferred Restricted Certificated Notes,

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Regulation S Certificated Notes or Unrestricted Certificated Notes, as specified in such notice.

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EX-4.9.4

EXHIBIT 4.9.4

HERTZ VEHICLE FINANCING LLC,

as Issuer

and

BNY MIDWEST TRUST COMPANY,

as Trustee and Securities Intermediary

AMENDED AND RESTATED SERIES 2005-3 SUPPLEMENT

dated as of August 1, 2006

to


SECOND AMENDED AND RESTATED
BASE INDENTURE


dated as of August 1, 2006

$250,000,000 Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-1
$1,000,000,000 Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-2
Series 2005-3 Floating Rate Rental Car Asset Backed Notes, Class B-1
Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-2
Series 2005-3 Floating Rate Rental Car Asset Backed Notes, Class B-3
Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-4

TABLE OF CONTENTS

			Page
ARTICLE I	DEFINITIONS		2
ARTICLE II	INITIAL ISSUANCE AND INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF CLASS A NOTES		68
Section 2.1.		Initial Issuance; Procedure for Increasing the Class A Principal Amount	68
Section 2.2.		Procedure for Decreasing the Class A Principal Amount	69
ARTICLE III	SERIES 2005-3 ALLOCATIONS		71
Section 3.1.		Series 2005-3 Series Accounts	71
Section 3.2.		Allocations with Respect to the Series 2005-3 Notes	72
Section 3.3.		Application of Interest Collections	78
Section 3.4.		Payment of Note Interest	86
Section 3.5.		Payment of Note Principal	87
Section 3.6.		Payment by Wire Transfer	100
Section 3.7.		The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	100
Section 3.8.		Class A Reserve Account	101
Section 3.9.		Class A Letters of Credit and Class A Cash Collateral Accounts	103
Section 3.10.		Series 2005-3 Distribution Account	110
Section 3.11.		Trustee as Securities Intermediary	112
Section 3.12.		Series 2005-3 Interest Rate Hedges	113
Section 3.13.		Series 2005-3 Demand Note Constitutes Additional Collateral for Series 2005-3 Notes	116
Section 3.14.		Class B Reserve Account	121
Section 3.15.		Class B Letters of Credit and Class B Cash Collateral Account	123
Section 3.16.		Subordination of Class B Notes	130
Section 3.17.		Reimbursement Obligation	131
ARTICLE IV	AMORTIZATION EVENTS		132
ARTICLE V	RESERVED		134
ARTICLE VI	FORM OF SERIES 2005-3 NOTES		135
Section 6.1.		Issuance of Class A Notes	135

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			Page
Section 6.2.		Issuance of Class B Notes	135
Section 6.3.		Transfer of Class A Notes	136
Section 6.4.		Transfer of Class B Notes	137
ARTICLE VII	GENERAL		142
Section 7.1.		Optional Redemption of Class A Notes	142
Section 7.2.		Optional Redemption of Class B Notes	143
Section 7.3.		Information	143
Section 7.4.		Exhibits	146
Section 7.5.		Ratification of Base Indenture	147
Section 7.6.		Notice to Insurer, the Rating Agencies, each Interest Rate Hedge Provider and Ford	147
Section 7.7.		Insurer Deemed Class A Noteholder and Secured Party	147
Section 7.8.		Third Party Beneficiary	148
Section 7.9.		Prior Notice by Trustee to Insurer	148
Section 7.10.		Subrogation	148
Section 7.11.		Counterparts	149
Section 7.12.		Governing Law	149
Section 7.13.		Amendments	149
Section 7.14.		Termination of Series Supplement	150
Section 7.15.		Discharge of Indenture	150
Section 7.16.		Effect of Payment by Insurer	150
Section 7.17.		Interest Rate Hedge Provider Deemed Secured Party	151
Section 7.18.		Ford Covenants	151
Section 7.19.		Issuances of Class B Notes	152

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EXHIBITS

Exhibit A-1-1:	Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-1
Exhibit A-1-2:	Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-2
Exhibit A-2-1:	Form of Restricted Global Class B-1 Note
Exhibit A-2-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-2-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-3-1:	Form of Restricted Global Class B-2 Note
Exhibit A-3-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-3-3:	Form of Unrestricted Global Class B-2 Note
Exhibit A-4-1:	Form of Restricted Global Class B-3 Note
Exhibit A-4-2:	Form of Regulation S Global Class B-3 Note
Exhibit A-4-3:	Form of Unrestricted Global Class B-3 Note
Exhibit A-5-1:	Form of Restricted Global Class B-4 Note
Exhibit A-5-2:	Form of Regulation S Global Class B-4 Note
Exhibit A-5-3:	Form of Unrestricted Global Class B-4 Note
Exhibit B-1-1:	Form of Class A Letter of Credit
Exhibit B-1-2:	Form of Class A Ford Letter of Credit
Exhibit B-2-1:	Form of Class B Letter of Credit
Exhibit B-2-2:	Form of Class B Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Class A Ford Letter of Credit Reduction Notice
Exhibit D-1-2:	Form of Class A Ford Letter of Credit Termination Notice
Exhibit D-2:	Form of Class A Non-Ford Letter of Credit Reduction Notice
Exhibit D-3-1:	Form of Class B Ford Letter of Credit Reduction Notice
Exhibit D-3-2:	Form of Class B Ford Letter of Credit Termination Notice
Exhibit D-4:	Form of Class B Non-Ford Letter of Credit Reduction Notice
Exhibit E:	Form of Purchaser’s Letter
Exhibit F-1:	Form of Class A Transfer Certificate
Exhibit F-2:	Form of Restricted Global Note Transfer Certificates
Exhibit F-3:	Form of Regulation S Global Note Transfer Certificates
Exhibit F-4:	Form of Unrestricted Global Note Transfer Certificates
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2005-3 Demand Note
Exhibit I:	Form of Estimated Interest Adjustment Notice
ANNEXES
Annex A:	Form of Class B Notes Term Sheet

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AMENDED AND RESTATED SERIES 2005-3 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, HVF and the Trustee entered into the Series 2005-3 Supplement dated as of December 21, 2005 (the “Prior Series Supplement”);

WHEREAS, HVF and the Trustee desire to amend and restate the Prior Series Supplement in its entirety as herein set forth; and

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

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Rental Car Asset Backed Notes, Series 2005-3.  On the Series 2005-3 Closing Date, two classes of Series 2005-3 Notes shall be issued: the first of which shall be designated as the Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, and the second of which shall be designated as the Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes.  The Class A-1 Notes and the Class A-2 Notes are referred to herein collectively as the “Class A Notes”.  At any time prior to the Expected Final Payment Date for the Class of Class B Notes issued, additional Series 2005-3 Notes may be issued in up to four classes: the first of which shall be designated as the Series 2005-3 Floating Rate Rental Car Asset Backed Notes, Class B-1, and referred to herein as the Class B-1 Notes, the second of which shall be designated as the Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes, the third of which shall be designated as the Series 2005-3 Floating Rate Rental Car Asset Backed Notes, Class B-3, and referred to herein as the Class B-3 Notes, the fourth of which shall be designated as the Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-4, and referred to herein as the Class B-4 Notes.  The Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes, and the Class B-4 Notes are referred to herein collectively as the “Class B Notes”.  The Class A Notes and the Class B

Notes are referred to herein collectively as the “Series 2005-3 Notes.”  The Class B Notes shall be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2005-3 Notes shall be deposited in the Series 2005-3 Excess Collection Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant to the Purchase Agreement on the related Series 2005-3 Class B Notes Closing Date or for other purposes permitted under the Related Documents.

ARTICLE I

DEFINITIONS

(a)           All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture or the Class A Note Purchase Agreements; provided, however, that to the extent any capitalized term used but not defined herein has a meaning assigned to such term in both the Definitions List attached to the Base Indenture as Schedule I thereto and the Class A Note Purchase Agreements, then the meaning given to such term in the Definitions List attached to the Base Indenture as Schedule I shall apply.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2005-3 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2005-3 Supplement” shall mean the Base Indenture, as supplemented hereby.

(b)           The following words and phrases shall have the following meanings with respect to the Series 2005-3 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“Additional Payment Date” has the meaning specified in Section 3.3(k) of this Series Supplement.

“Adjusted Aggregate Asset Amount” means, as of any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Collection Account and available for reduction of the Series 2005-3 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account, in each case on such day.

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“Advance Request” means a Class A-1 Advance Request or a Class A-2 Advance Request, as the context may require.

“Advance” means a Class A-1 Advance or a Class A-2 Advance, as the context may require.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case, as of such date.

“Annualized Financing Cost” means, with respect to any Series 2005-3 Interest Period, the amounts payable pursuant to Sections 3.3(b)(i), (ii), and (iv) of this Series Supplement with respect to such Series 2005-3 Interest Period, expressed as an annual percent of the Class A Principal Amount.

“Applicable Procedures” has the meaning specified in Section 6.2 of this Series Supplement.

“Audi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Audi as of such date.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer (other than a Top Two Non-Investment Grade Manufacturer) for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to each Bankrupt Manufacturer as of such date.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“Base Rate Tranche” means the Class A-1 Base Rate Tranche or the Class A-2 Base Rate Tranche, as the context may require.

“BBB-/Baa3 EPM Amount” means, as of any date of determination, the sum for all BBB-/Baa3 Manufacturers of an amount, with respect to each BBB-/Baa3 Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles

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that are Eligible Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and not turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such each BBB-/Baa3 Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such BBB-/Baa3 Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such BBB-/Baa3 Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such BBB-/Baa3 Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“BBB-/Baa3 EPM Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the BBB-/Baa3 EPM Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

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“BBB-/Baa3 EPM Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the BBB-/Baa3 EPM Vehicle Percentage as of such date over 10%.

“BBB-/Baa3 Manufacturer” means, as of any day, each Manufacturer of a Program Vehicle from an Eligible Program Manufacturer that is rated at least “BBB-” from S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” from Fitch, but which is not rated at least “BBB” from S&P, at least “Baa2” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB” from Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB”, “Baa2” and/or “BBB”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date an which the Trustee or the Insurer notifies the Administrator of such downgrade.

“BMW Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to BMW as of such date.

“BNY MTC” means BNY Midwest Trust Company, an Illinois trust company, and its successors and assigns.

“Calculation Agent” means BNY MTC, in its capacity as calculation agent with respect to the Class B-1 Note Rate and the Class B-3 Note Rate.

“Class” means a class of the Series 2005-3 Notes, which may be the Class A-1 Notes, Class A-2 Notes, the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes or the Class B-4 Notes.

“Class A Adjusted Daily Interest Amount” means, for any day in a Series 2005-3 Interest Period, an amount equal to the result of (a) the sum of (x) the product of (i) the Class A-1 Note Rate for such Series 2005-3 Interest Period and (ii) the Class A-1 Outstanding Principal Amount as of the close of business on such date, and (y) the product of (i) the Class A-2 Note Rate for such Series 2005-3 Interest Period and (ii) the Class A-2 Outstanding Principal Amount as of the close of business on such date, divided by (b) 360.

“Class A Adjusted Enhancement Amount” means, the Class A Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2005-3 Letter of Credit if at the time of such calculation (A) such Series 2005-3 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2005-3 Letter of Credit Provider of such Series 2005-3 Letter of Credit, (C) such Series 2005-3 Letter of Credit

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Provider shall have repudiated such Series 2005-3 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-3 Letter of Credit Provider of such Series 2005-3 Letter of Credit.

“Class A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-3 Letter of Credit Provider of such Series 2005-3 Letter of Credit.

“Class A Adjusted Monthly Interest” means, with respect to any Payment Date, the sum of (i) the Class A Adjusted Daily Interest Amount for each day in the related Series 2005-3 Interest Period, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Series 2005-3 Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (ii) at the Class A Note Rate), plus (iii) the Undrawn Facility Fee for such Payment Date, calculated in accordance with Section 3.02(b) of the applicable Class A Note Purchase Agreement, minus (iv) the amount of any interest payments made to the Class A Noteholders during such Series 2005-3 Interest Period pursuant to Section 3.3(k) of this Series Supplement.

“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 sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Collection Account and available for reduction of the Class A Principal Amount, in each case, as of such date.

“Class A Asset Amount” means, as of any date of determination, the product of (i) the Class A Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

“Class A Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class A Required Asset Amount, determined during the Series 2005-3 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-3 Closing Date, on the Series 2005-3 Closing Date), or, during the Series 2005-3 Rapid Amortization Period, as of the end of the Series 2005-3 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-3 Closing Date, as of the Series 2005-3 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

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“Class A Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class A Available Ford Cash Collateral Account Amount and (b) the Class A Available Non-Ford Cash Collateral Account Amount.

“Class A Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A Reserve Account.

“Class A Cash Collateral Account” means a Class A Ford Cash Collateral Account and/or a Class A Non-Ford Cash Collateral Account, as the context may require.

“Class A Cash Collateral Account Interest and Earnings” means with respect to a Class A Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class A Cash Collateral Account.

“Class A Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the Class A Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class A Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date) over the Class A Required Enhancement Amount on such Payment Date, (ii) the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount on such Payment Date, and (iii) the excess, if any, of the Class B Adjusted Enhancement Amount over the Class B Required Enhancement Amount on such Payment Date.

“Class A Certificate of Credit Demand” means a certificate in the form of Annex A to a Class A Letter of Credit.

“Class A Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class A Letter of Credit.

“Class A Certificate of Termination Demand” means a certificate in the form of Annex D to a Class A Letter of Credit.

“Class A Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class A Letter of Credit.

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“Class A Commercial Paper” means the Class A-1 Commercial Paper and the Class A -2 Commercial Paper.

“Class A Daily Interest Amount” means, for any day in a Series 2005-3 Interest Period, an amount equal to the result of (a) the sum of (x) the product of (i) the Class A-1 Note Rate for such Series 2005-3 Interest Period and (ii) the Class A-1 Principal Amount as of the close of business on such date and (y) the product of (i) the Class A-2 Note Rate for such Series 2005-3 Interest Period and (ii) the Class A-2 Principal Amount as of the close of business on such date divided by (b) 360; provided, that the aggregate principal amount of any Class A Notes that have been redeemed with the proceeds of a draw on the Insurance Policy shall be deemed to accrue interest at the Late Payment Rate (as defined in the Insurance Agreement).

“Class A Deficiency Amount” means a Class A-1 Deficiency Amount, or a Class A-2 Deficiency Amount, as the context may require.

“Class A Disbursement” shall mean any Class A LOC Credit Disbursement, any Class A LOC Preference Payment Disbursement, any Class A LOC Termination Disbursement or any Class A LOC Unpaid Demand Note Disbursement under the Class A Letters of Credit or any combination thereof, as the context may require.

“Class A Downgrade Event” has the meaning specified in Section 3.9(c) of this Series Supplement.

“Class A Eligible Ford Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and, at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, other than in connection with the initial Series 2005-3 Ford Letter of Credit Provider, for so long as any Class A Notes are Outstanding, each Class A Eligible Ford Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, for so long as any Class A Notes are Outstanding, each Class A Eligible Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Program Vehicle Percentage” means, as of any date of determination, the result of (x) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of (i) the Eligible Program Vehicle Amount as of such date

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over (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the BBB-/Baa3 EPM Vehicle Percentage Excess.

“Class A Enhancement Amount” means, as of any date of determination, the sum of (i) the greater of (x) the Class A Overcollateralization Amount as of such date and (y)(A) as of any date on which no Aggregate Asset Amount Deficiency exists, the Class B Adjusted Principal Amount plus the Class B Overcollateralization Amount, in each case, as of such date or (B) as of any date on which an Aggregate Asset Amount Deficiency exists, $0, (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iv) the Class B Letter of Credit Amount as of such date and (v) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Enhancement Deficiency” means, on any day, the amount by which the Class A Adjusted Enhancement Amount is less than the Class A Required Enhancement Amount.

“Class A Excess Principal Event” shall be deemed to have occurred if, on any date, the Class A Outstanding Principal Amount exceeds the Class A Maximum Principal Amount.

“Class A Five Year Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A-2 Principal Amount as of such date and the denominator of which is the Class A Principal Amount as of such date.

“Class A Five Year Weighted Average Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Five Year Percentage as of such date times the Class A Hedged Five Year Required Non-Eligible Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Five Year Percentage as of such date times the Class A Unhedged Five Year Required Non-Eligible Vehicle Enhancement Percentage.

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“Class A Five Year Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Five Year Percentage as of such date times the Class A Hedged Five Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Five Year Percentage as of such date times the Class A Unhedged Five Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage.

“Class A Five Year Weighted Average Required Program Vehicle Enhancement Percentage” means, as of such date of determination, the sum of (i) the product of the Class A Hedged Five Year Percentage as of such date times the Class A Hedged Five Year Required Program Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Five Year Percentage as of such date times the Class A Unhedged Five Year Required Program Vehicle Enhancement Percentage.

“Class A Ford Cash Collateral Account” has the meaning specified in Section 3.9(g)(I) of this Series Supplement.

“Class A Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a)(I) of this Series Supplement.

“Class A Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Ford Letter of Credit Liquidity Amount as of such date.

“Class A Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-1-2 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued for the account of Ford or an affiliate thereof by a Class A Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-3 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-3 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Ford Letter of Credit, as specified therein, and (b) if a Class A Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class A Available Ford Cash Collateral Account Amount on such date.

“Class A Ford Letter of Credit Provider” means the issuer of a Class A Ford Letter of Credit.

“Class A Hedged Five Year Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the portion of the Principal Amount of the Class A-2 Notes that is supported by a Series 2005-3 Interest Rate Hedge as of such date and the denominator of which is the Class A-2 Principal Amount as of such date; provided that for purposes of this definition and the determination of the Series 2005-3 Required Enhancement Percentage, the available notional amount under all Series 2005-3 Interest Rate Hedges will be allocated to cover the Class A-2 Notes first, and any notional amount remaining after application to coverage of the Class A-2 Notes shall be allocated to the Class A-1 Notes; provided

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further that the Class A Hedged Five Year Percentage shall in no event be greater than 100%.

“Class A Hedged Five Year Required Non-Eligible Vehicle Enhancement Percentage” means 20% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Hedged Five Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means 29.75% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Hedged Five Year Required Program Vehicle Enhancement Percentage” means 15% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Hedged Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the portion of the Principal Amount of the Class A Notes that is supported by a Series 2005-3 Interest Rate Hedge as of such date and the denominator of which is the Class A Principal Amount as of such date; provided that the Class A Hedged Percentage shall in no event be greater than 100%.

“Class A Hedged Three Year Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the portion of the Principal Amount of the Class A-1 Notes that is supported by a Series 2005-3 Interest Rate Hedge as of such date and the denominator of which is the Class A-1 Principal Amount as of such date; provided that for purposes of this definition and the determination of the Series 2005-3 Required Enhancement Percentage, the available notional amount under all Series 2005-3 Interest Rate Hedges will be allocated to cover the Class A-2 Notes first, and any notional amount remaining after application to coverage of the Class A-2 Notes shall be allocated to the Class A-1 Notes; provided further that the Class A Hedged Three Year Percentage shall in no event be greater than 100%.

“Class A Hedged Three Year Required Non-Eligible Vehicle Enhancement Percentage” means 20% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Hedged Three Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means 29.75% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Hedged Three Year Required Program Vehicle Enhancement Percentage” means 15% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

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“Class A Letter of Credit” means (i) a Class A Ford Letter of Credit or (ii) an irrevocable letter of credit, substantially in the form of Exhibit B-1-1 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued by a Class A Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-3 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-3 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Letter of Credit Agreement” means the Class A Letter of Credit Reimbursement Agreement and any other agreement pursuant to which a Class A Letter of Credit is issued in favor of the Trustee for the benefit of the Series 2005-3 Noteholders.

“Class A Letter of Credit Amount” means, as of any date of determination, the sum of the Class A Ford Letter of Credit Liquidity Amount on such date and the Class A Non-Ford Letter of Credit Amount on such date.

“Class A Letter of Credit Expiration Date” means, with respect to any Class A Letter of Credit, the expiration date set forth in such Class A Letter of Credit, as such date may be extended in accordance with the terms of such Class A Letter of Credit.

“Class A Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Letter of Credit, as specified therein, and (b) if a Class A Cash Collateral Account has been established and funded pursuant to Section 3.9(g) of this Series Supplement, the Class A Available Cash Collateral Account Amount on such date.

“Class A Letter of Credit Provider” means the issuer of a Class A Letter of Credit.

“Class A Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class A Letter of Credit Provider for draws under its Class A Letter of Credit, other than any such reimbursement agreement between Ford and a Class A Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class A Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Letter of Credit Liquidity Amount and (b) the Class A Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class A Liquidity Deficiency” means, as of any date of determination, the amount by which the Class A Adjusted Liquidity Amount is less than the Class A Required Liquidity Amount as of such date.

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“Class A Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount, in each case, as of such date.

“Class A LOC Credit Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Credit Demand.

“Class A LOC Preference Payment Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Preference Payment Demand.

“Class A LOC Termination Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Termination Demand.

“Class A LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Unpaid Demand Note Demand.

“Class A Maximum Principal Amount” means, as of any date of determination, the sum of the Class A-1 Maximum Principal Amount and the Class A-2 Maximum Principal Amount, in each case as of such date.

“Class A Mazda Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Mazda Amount and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) 10.00%; provided that on any date of determination on which Mazda is a Bankrupt Manufacturer or a Top Two Non-Investment Grade Manufacturer, the “Class A Mazda Vehicle Percentage Excess” shall be zero.

“Class A Monthly Default Interest Amount” means, with respect to any Payment Date, the sum of (i) an amount equal to the result of (a) the product of (x) 2.0%, (y) the Class A Principal Amount as of the close of business on such date and (z) the actual number of days in the related Series 2005-3 Interest Period during which an Amortization Event has occurred and is continuing with respect to the Series 2005-3 Notes divided by (b) 360, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Series 2005-3 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” means, with respect to any Payment Date, the sum of (i) the Class A Daily Interest Amount for each day in the related Series 2005-3 Interest Period, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Series 2005-3 Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (ii) at the applicable Class A Note Rate), plus (iii) any Indenture Carrying Charges due to the Class A Noteholders and unpaid as of

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such Payment Date (including, without limitation, the Program Fee and the Undrawn Facility Fee for such Payment Date), minus (iv) the amount of any interest payments made to the Class A Noteholders during such Series 2005-3 Interest Period pursuant to Section 3.3(k) of this Series Supplement.

“Class A Non-Eligible Vehicle Percentage” means, as of any date of determination, the result of (x) the percentage equivalent of a fraction, the numerator of which is the result of (i) the Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Eligible Vehicle Amount), in each case as of such date plus (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount), in each case as of such date minus (iii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount), in each case as of such date minus (iv) the Top Two Non-Investment Grade EPM Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade EPM Amount), in each case as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess minus (z) the Class A Mazda Vehicle Percentage Excess.

“Class A Non-Ford Cash Collateral Account” has the meaning specified in Section 3.9(g)(II) of this Series Supplement.

“Class A Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a)(II) of this Series Supplement.

“Class A Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class A Non-Ford Letter of Credit” means each Class A Letter of Credit other than a Class A Ford Letter of Credit.

“Class A Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class A Non-Ford Letters of Credit, as specified therein, and (ii) if the Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date and (b) the outstanding principal amount of the Series 2005-3 Demand Note on such date.

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“Class A Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Non-Ford Letter of Credit, as specified therein, and (b) if a Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date.

“Class A Non-Ford Letter of Credit Provider” means the issuer of a Class A Non-Ford Letter of Credit.

“Class A Non-Investment Grade Manufacturer Vehicle Amount Excess” means, as of any date of determination, the result of (i) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date plus (ii) the Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date minus (iii) the Top Two Non-Investment Grade EPM Amount as of such date minus (iv) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date.

“Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Class A Non-Investment Grade Manufacturer Vehicle Amount Excess and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) the sum of (i) 30.00%, (ii) the Class A Mazda Vehicle Percentage Excess and (iii) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Noteholders” means, collectively, the Class A-1 Noteholders and the Class A-2 Noteholders.

“Class A Note Purchase Agreements” means the Class A-1 Note Purchase Agreement and/or the Class A-2 Note Purchase Agreement, as the context may require.

“Class A Note Rate” means the Class A-1 Note Rate and/or the Class A-2 Note Rate, as the context may require.

“Class A Notes” means, collectively, the Class A-1 Notes and the Class A-2 Notes.

“Class A Notice of Reduction” means a notice in the form of Annex E to a Class A Letter of Credit.

“Class A Other Non-Investment Grade Manufacturer Vehicle Percentage” means, as of any date of determination, the sum of (w) the percentage equivalent of a fraction, the numerator of which is the sum of (i) the Top Two Non-Investment Grade EPM Amount as of such date and (ii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in

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each case as of such date plus (x) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess plus (y) the Class A Mazda Vehicle Percentage Excess plus (z) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Outstanding Principal Amount” means, as of any date of determination, the sum of the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount, in each case, as of such date.

“Class A Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class A Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Class A Asset Amount over the Class A Adjusted Principal Amount as of such date.

“Class A Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class A Principal Amount and the denominator of which is the Series 2005-3 Principal Amount.

“Class A Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-3 Demand Note and distributed to the Class A Noteholders in respect of amounts owing under the Class A Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class A Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount and the Class A-2 Principal Amount, in each case, as of such date.

“Class A Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Class A Asset Amount on such date; provided, however, the Class A Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Class A Asset Amount on such date and (2) the lesser of (a) the Series 2005-3 Liquidity Amount on such date and (b) the Series 2005-3 Required Liquidity Amount on such date.

“Class A Repurchase Amount” has the meaning specified in Section 7.1 of this Series Supplement.

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“Class A Required Asset Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class A Required Overcollateralization Amount, in each case, as of such date.

“Class A Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Class A Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class A Required Enhancement Percentage as of such date and the Class A Adjusted Principal Amount as of such date and (ii) the Class A Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-3 Limited Liquidation Event of Default, the Class A Required Enhancement Amount shall equal the lesser of (x) the Class A Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class A Required Enhancement Percentage as of such date of determination and the Class A Adjusted Principal Amount as of the date of the occurrence of such Series 2005-3 Limited Liquidation Event of Default and (2) the Class A Required Enhancement Incremental Amount as of such date of determination.

“Class A Required Enhancement Incremental Amount” means

(i)            as of the Series 2005-3 Closing Date, $0; and

(ii)           as of any date thereafter, the product of (A) the Class A Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-3 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-3 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-3 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-3 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-3 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-3 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-3 Maximum

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Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-3 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-3 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-3 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-3 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-3 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-3 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-3 Maximum Mercedes Amount as of such immediately preceding Business Day, (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-3 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day and (17) the excess, if any of the HVF Service Vehicle Amount over the Series 2005-3 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class A Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class A Weighted Average Required Program Vehicle Enhancement Percentage as of such date times (B) the Class A Eligible Program Vehicle Percentage as of such date, (ii) the product of (A) the Class A Weighted Average Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the greater of (a) the product of (A) 28.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies subject to the Series 2005-3 Rating Agency Condition) and (B) the sum of (I) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date and (b) the sum of (I) the product of (A) the Class A Weighted Average Required

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Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the product of (A) the Class A Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage as of such date times (B) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date.

“Class A Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class A Required Liquidity Percentage as of such date times (ii) the Class A Adjusted Principal Amount as of such date.

“Class A Required Liquidity Percentage” means, as of any date of determination, the sum of (i) the product of (x) 3.75% and (y) the Class A Hedged Percentage and (ii) the product of (x) 50.00%, (y) the Annualized Financing Cost and (z) the Class A Unhedged Percentage.

“Class A Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class A Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (iv) the Class B Letter of Credit Amount as of such date.

“Class A Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greatest of (a) the excess, if any, of the Class A Required Liquidity Amount over the Class A Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-3 Letter of Credit Provider of such Class A Letter of Credit, (b) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount (excluding therefrom the Class A Available Reserve Account Amount), in each case, as of such date and (c) the excess, if any, of the Class B Required Enhancement Amount over the Class B Enhancement Amount, in each case, as of such date.

“Class A Reserve Account” has the meaning specified in Section 3.8(a) of this Series Supplement.

“Class A Reserve Account Collateral” has the meaning specified in Section 3.8(d) of this Series Supplement.

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“Class A Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class A Required Reserve Account Amount, in each case, as of such date.

“Class A Three Year Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A-1 Principal Amount as of such date and the denominator of which is the Class A Principal Amount as of such date.

“Class A Three Year Weighted Average Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Three Year Percentage as of such date times the Class A Hedged Three Year Required Non-Eligible Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Three Year Percentage as of such date times the Class A Unhedged Three Year Required Non-Eligible Vehicle Enhancement Percentage.

“Class A Three Year Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Three Year Percentage as of such date times the Class A Hedged Three Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Three Year Percentage as of such date times the Class A Unhedged Three Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage.

“Class A Three Year Weighted Average Required Program Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Three Year Percentage as of such date times the Class A Hedged Three Year Required Program Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Three Year Percentage as of such date times the Class A Unhedged Three Year Required Program Vehicle Enhancement Percentage.

“Class A Unhedged Five Year Percentage” means as of any date of determination, the result of 100% minus the Class A Hedged Five Year Percentage, as of such date.

“Class A Unhedged Five Year Required Non-Eligible Vehicle Enhancement Percentage” means 22.50% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Unhedged Five Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means 32.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Unhedged Five Year Required Program Vehicle Enhancement Percentage” means 17.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

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“Class A Unhedged Percentage” means as of any date of determination, the result of 100% minus the Class A Hedged Percentage, as of such date.

“Class A Unhedged Three Year Percentage” means as of any date of determination, the result of 100% minus the Class A Hedged Three Year Percentage, as of such date.

“Class A Unhedged Three Year Required Non-Eligible Vehicle Enhancement Percentage” means 22.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Unhedged Three Year Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means 32.00% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Unhedged Three Year Required Program Vehicle Enhancement Percentage” means 17.00% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition).

“Class A Weighted Average Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Three Year Percentage as of such date times the Class A Three Year Weighted Average Required Non-Eligible Vehicle Enhancement Percentage, (ii) the product of the Class A Five Year Percentage as of such date times the Class A Five Year Weighted Average Required Non-Eligible Vehicle Enhancement Percentage and (iii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-3 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-3 Closing Date).

“Class A Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Three Year Percentage as of such date times the Class A Three Year Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage, (ii) the product of the Class A Five Year Percentage times the Class A Five Year Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage and (iii) an amount

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equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-3 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-3 Closing Date).

“Class A Weighted Average Required Program Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Three Year Percentage as of such date times the Class A Three Year Weighted Average Required Program Vehicle Enhancement Percentage and (ii) the product of the Class A Five Year Percentage as of such date times the Class A Five Year Weighted Average Required Program Vehicle Enhancement Percentage.

“Class A-1 Base Rate Tranche” means that portion of the Class A-1 Principal Amount purchased or maintained with Class A-1 Advances which bear interest by reference to the Class A-1 Base Rate.

“Class A-1 Commercial Paper” means the promissory notes of each Class A-1 Noteholder issued by such Class A-1 Noteholder in the commercial paper market and allocated to the funding of Class A-1 Advances in respect of the Class A-1 Notes.

“Class A-1 CP Tranche” means that portion of the Class A-1 Principal Amount purchased or maintained with Class A-1 Advances which bear interest by reference to the CP Rate with respect to the Class A-1 Notes.

“Class A-1 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class A-1 Eurodollar Tranche” means that portion of the Class A-1 Principal Amount purchased or maintained with Class A-1 Advances which bear interest by reference to the Class A-1 Eurodollar Rate.

“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $0.

“Class A-1 Investor Group” has the meaning set forth in the Class A-1 Note Purchase Agreement.

“Class A-1 Investor Group Principal Amount” has the meaning set forth in the Class A-1 Note Purchase Agreement.

“Class A-1 Maximum Investor Group Principal Amount” has the meaning set forth in the Class A-1 Note Purchase Agreement.

“Class A-1 Maximum Principal Amount” means, $250,000,000; provided that such amount may be reduced at any time and from time to time by written agreement among HVF, each Class A-1 Noteholder, the Administrative Agent, each Class A-1

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Committed Note Purchaser and the Insurer in accordance with the terms of the Class A-1 Note Purchase Agreement.

“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Note Purchase Agreement” means the Note Purchase Agreement, dated as of December 21, 2005, among HVF, the Class A-1 Noteholders, the Administrative Agent, the Administrator, the Class A-1 Funding Agents and the Class A-1 Committed Note Purchasers, pursuant to which the Class A-1 Noteholders have agreed to purchase the Class A-1 Notes from HVF, subject to the terms and conditions set forth therein, as amended, supplemented, restated or otherwise modified from time to time.

“Class A-1 Note Rate” means, for any Series 2005-3 Interest Period, the sum of (i) the weighted average of the CP Rates applicable to the Class A-1 CP Tranche and the weighted average of the Class A-1 Eurodollar Rates (Reserve Adjusted) applicable to the Class A-1 Eurodollar Tranche and the weighted average of the Class A-1 Base Rates applicable to the Class A-1 Base Rate Tranche, in each case for the Series 2005-3 Interest Period and (ii) the Class A-1 Program Fee Rate as defined in the Class A-1 Note Purchase Agreement; provided, however, that the Class A-1 Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“Class A-1 Notes” means any one of the Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1.

“Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b) the amount of principal payments (whether pursuant to a Decrease, a redemption or otherwise) made to the Class A-1 Noteholders on or prior to such date plus (c) any Increases in the Class A-1 Principal Amount pursuant to Section 2.1(a) of this Series Supplement on or prior to such date; provided that at no time may the Class A-1 Outstanding Principal Amount exceed the Class A-1 Maximum Principal Amount.

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to the Class A-1 Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A-1 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-1 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-1 Noteholders or the Insurer for any reason.

“Class A-2 Base Rate Tranche” means that portion of the Class A-2 Principal Amount purchased or maintained with Class A-2 Advances which bear interest by reference to the Class A-2 Base Rate.

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“Class A-2 Commercial Paper” means the promissory notes of each Class A-2 Noteholder issued by such Class A-2 Noteholder in the commercial paper market and allocated to the funding of Class A-2 Advances in respect of the Class A-2 Notes.

“Class A-2 CP Tranche” means that portion of the Class A-2 Principal Amount purchased or maintained with Class A-2 Advances which bear interest by reference to the CP Rate with respect to the Class A-2 Notes.

“Class A-2 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class A-2 Eurodollar Tranche” means that portion of the Class A-2 Principal Amount purchased or maintained with Class A-2 Advances which bear interest by reference to the Class A-2 Eurodollar Rate.

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $0.

“Class A-2 Investor Group” has the meaning set forth in the Class A-2 Note Purchase Agreement.

“Class A-2 Investor Group Principal Amount” has the meaning set forth in the Class A-2 Note Purchase Agreement.

“Class A-2 Maximum Investor Group Principal Amount” has the meaning set forth in the Class A-2 Note Purchase Agreement.

“Class A-2 Maximum Principal Amount” means, $1,000,000,000; provided that such amount may be reduced at any time and from time to time by written agreement among HVF, each Class A-2 Noteholder, the Administrative Agent, each Class A-2 Committed Note Purchaser and the Insurer in accordance with the terms of the Class A-2 Note Purchase Agreement.

“Class A-2 Noteholder” means the person in whose name a Class A-2 Note is registered in the Note Register.

“Class A-2 Note Purchase Agreement” means the Note Purchase Agreement, dated as of December 21, 2005, among HVF, the Class A-2 Noteholders, the Administrative Agent, the Administrator, the Class A-2 Funding Agents and the Class A-2 Committed Note Purchasers, pursuant to which the Class A-2 Noteholders have agreed to purchase the Class A-2 Notes from HVF, subject to the terms and conditions set forth therein, as amended, supplemented, restated or otherwise modified from time to time.

“Class A-2 Note Rate” means, for any Series 2005-3 Interest Period, the sum of (i) the weighted average of the CP Rates applicable to the Class A-2 CP Tranche and the weighted average of the Class A-2 Eurodollar Rates (Reserve Adjusted) applicable to the Class A-2 Eurodollar Tranche and the weighted average of the Class A-2 Base Rates applicable to the Class A-2 Base Rate Tranche, in each case for the Series

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2005-3 Interest Period and (ii) the Class A-2 Program Fee Rate as defined in the Class A-2 Note Purchase Agreement; provided, however, that the Class A-2 Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“Class A-2 Notes” means any one of the Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-2.

“Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus (b) the amount of principal payments (whether pursuant to a Decrease, a redemption or otherwise) made to the Class A-2 Noteholders on or prior to such date plus (c) any Increases in the Class A-2 Principal Amount pursuant to Section 2.1(a) of this Series Supplement on or prior to such date; provided that at no time may the Class A-2 Outstanding Principal Amount exceed the Class A-2 Maximum Principal Amount.

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to the Class A-2 Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A-2 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-2 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-2 Noteholders or the Insurer for any reason.

“Class B Adjusted Enhancement Amount” means, the Class B Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Liquidity Amount” means, the Class B Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the excess, if any, of (I) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Collection

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Account and available for reduction of the Series 2005-3 Principal Amount, in each case, as of such date over (II) the Class A Principal Amount as of such date.

“Class B Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class B Available Ford Cash Collateral Account Amount and (b) the Class B Available Non-Ford Cash Collateral Account Amount.

“Class B Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class B Reserve Account.

“Class B Cash Collateral Account” means a Class B Ford Cash Collateral Account and/or a Class B Non-Ford Cash Collateral Account, as the context may require.

“Class B Cash Collateral Account Interest and Earnings” means with respect to a Class B Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class B Cash Collateral Account.

“Class B Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the Class B Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class B Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account and the Class B Reserve Account and any drawings under the Class A Letters of Credit (or any withdrawals from a Class A Cash Collateral Account, if any) and under the Class B Letters of Credit, in each case, on such Payment Date) over the Class B Required Enhancement Amount on such Payment Date and (ii) the excess, if any, of the Class B Adjusted Liquidity Amount (after giving effect to any withdrawal from the Class B Reserve Account on such Payment Date) over the Class B Required Liquidity Amount on such Payment Date.

“Class B Certificate of Credit Demand” means a certificate in the form of Annex A to a Class B Letter of Credit.

“Class B Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class B Letter of Credit.

“Class B Certificate of Termination Demand” means a certificate in the form of Annex D to a Class B Letter of Credit.

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“Class B Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class B Letter of Credit.

“Class B Deficiency Amount” means a Class B-1 Deficiency Amount, a Class B-2 Deficiency Amount, a Class B-3 Deficiency Amount or, a Class B-4 Deficiency Amount.

“Class B Disbursement” shall mean any Class B LOC Credit Disbursement, any Class B LOC Preference Payment Disbursement, any Class B LOC Termination Disbursement or any Class B LOC Unpaid Demand Note Disbursement under the Class B Letters of Credit or any combination thereof, as the context may require.

“Class B Downgrade Event” has the meaning specified in Section 3.15(c) of this Series Supplement.

“Class B Eligible Ford Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Ford Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s , as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Eligible Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Enhancement Amount” means, as of any date of determination, the sum of (i) the Class B Overcollateralization Amount as of such date, (ii) the Class B Letter of Credit Amount as of such date, (iii) the Class A Letter of Credit Amount as of such date, (iv) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date)and (v) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Enhancement Deficiency” means, on any day, the amount by which the Class B Adjusted Enhancement Amount is less than the Class B Required Enhancement Amount.

“Class B Ford Cash Collateral Account” has the meaning specified in Section 3.15(g)(I) of this Series Supplement.

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“Class B Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.15(a)(I) of this Series Supplement.

“Class B Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Ford Letter of Credit Liquidity Amount as of such date.

“Class B Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-2 to this Series Supplement, issued for the account of Ford or an affiliate thereof by a Class B Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-3 Noteholders.

“Class B Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Ford Letter of Credit, as specified therein, and (b) if a Class B Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class B Available Ford Cash Collateral Account Amount on such date.

“Class B Ford Letter of Credit Provider” means the issuer of a Class B Ford Letter of Credit.

“Class B Letter of Credit” means (i) a Class B Ford Letter of Credit or (ii) a Class B Non-Ford Letter of Credit.

“Class B Letter of Credit Amount” means, as of any date of determination, the sum of the Class B Ford Letter of Credit Liquidity Amount on such date and the Class B Non-Ford Letter of Credit Amount on such date.

“Class B Letter of Credit Expiration Date” means, with respect to any Class B Letter of Credit, the expiration date set forth in such Class B Letter of Credit, as such date may be extended in accordance with the terms of such Class B Letter of Credit.

“Class B Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Letter of Credit, as specified therein, and (b) if a Class B Cash Collateral Account has been established and funded pursuant to Section 3.15(g) of this Series Supplement, the Class B Available Cash Collateral Account Amount on such date.

“Class B Letter of Credit Provider” means the issuer of a Class B Letter of Credit.

“Class B Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class B Letter of Credit Provider for draws under its Class B Letter of Credit, other than any such reimbursement agreement between Ford and a Class B Ford Letter of Credit Provider, as the same may

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be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class B Liquidity Amount” means, as of any date of determination, the sum of (a) the Class B Letter of Credit Liquidity Amount and (b) the Class B Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class B Liquidity Deficiency” means, as of any date of determination, the amount by which the Class B Adjusted Liquidity Amount is less than the Class B Required Liquidity Amount as of such date.

“Class B Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Adjusted Liquidity Amount over the Class B Required Liquidity Amount, in each case, as of such date.

“Class B LOC Credit Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Credit Demand.

“Class B LOC Preference Payment Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Preference Payment Demand.

“Class B LOC Termination Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Termination Demand.

“Class B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Unpaid Demand Note Demand.

“Class B Monthly Interest” means, with respect to any Series 2005-3 Interest Period, the sum of Class B-1 Monthly Interest, Class B-2 Monthly Interest, Class B-3 Monthly Interest and Class B-4 Monthly Interest for such Series 2005-3 Interest Period.

“Class B Non-Ford Cash Collateral Account” has the meaning specified in Section 3.15(g)(II) of this Series Supplement.

“Class B Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.15(a)(II) of this Series Supplement.

“Class B Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Non-Ford Letter of Credit Liquidity Amount as of such date.

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“Class B Non-Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-1 to this Series Supplement, issued by a Class B Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-3 Noteholders, other than a Class B Ford Letter of Credit.

“Class B Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class B Non-Ford Letters of Credit, as specified therein, and (ii) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.15 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date and (b) the result of (x) the outstanding principal amount of the Series 2005-3 Demand Note on such date minus (y) the Class A Non-Ford Letter of Credit Amount.

“Class B Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Non-Ford Letter of Credit, as specified therein, and (b) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date.

“Class B Non-Ford Letter of Credit Provider” means the issuer of a Class B Non-Ford Letter of Credit.

“Class B Noteholders” means, collectively, the Class B-1 Noteholders, the Class B-2 Noteholders, the Class B-3 Noteholders and the Class B-4 Noteholders.

“Class B Notes” means, collectively, the Class B-1 Notes, the Class B-2 Notes, the Class B-3 Notes and the Class B-4 Notes.

“Class B Notes Term Sheet” means with respect to each issuance of Class B Notes, the supplemental term sheet substantially in the form of Annex A to this Series Supplement setting forth the terms with respect to the Class B Notes being issued.

“Class B Notice of Reduction” means a notice in the form of Annex E to a Class B Letter of Credit.

“Class B Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class B Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Series 2005-3 Asset Amount over the Series 2005-3 Adjusted Principal Amount, in each case as of such date.

“Class B Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class B Principal Amount and the denominator of which is the Series 2005-3 Principal Amount.

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“Class B Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-3 Demand Note and distributed to the Class B Noteholders in respect of amounts owing under the Class B Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount.

“Class B Purchase Agreement” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Class B Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class B Required Enhancement Percentage as of such date and the Series 2005-3 Adjusted Principal Amount as of such date and (ii) the Class B Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-3 Limited Liquidation Event of Default, the Class B Required Enhancement Amount shall equal the lesser of (x) the Series 2005-3 Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class B Required Enhancement Percentage as of such date of determination and the Series 2005-3 Adjusted Principal Amount as of the date of the occurrence of such Series 2005-3 Limited Liquidation Event of Default and (2) the Class B Required Enhancement Incremental Amount as of such date of determination.

“Class B Required Enhancement Incremental Amount” means

(i)            as of the Series 2005-3 Closing Date, $0; and

(ii)           as of any date thereafter, the product of (A) the Series 2005-3 Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-3 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-3 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-3 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-3 Maximum Kia

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Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-3 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-3 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-3 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-3 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-3 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-3 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-3 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-3 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-3 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-3 Maximum Mercedes Amount as of such immediately preceding Business Day and (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-3 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class B Required Enhancement Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class B Required Liquidity Percentage as of such date times (ii) the Class B Adjusted Principal Amount on such date.

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“Class B Required Liquidity Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class B Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iii) the Class A Letter of Credit Amount as of such date and (iv) the Class B Letter of Credit Amount as of such date.

“Class B 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 the Class B Required Liquidity Amount over the Class B Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-3 Letter of Credit Provider of such Class B Letter of Credit, and (b) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve Account Amount), in each case, as of such date.

“Class B Reserve Account” has the meaning specified in Section 3.14(a) of this Series Supplement.

“Class B Reserve Account Collateral” has the meaning specified in Section 3.14(d) of this Series Supplement.

“Class B Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class B Required Reserve Account Amount, in each case, as of such date.

“Class B-1 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class B-1 Initial Principal Amount” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Monthly Interest” means, with respect to any Series 2005-3 Interest Period, an amount equal to the product of (i) the Class B-1 Note Rate for such

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Series 2005-3 Interest Period, (ii) the Class B-1 Principal Amount on the first day of such Series 2005-3 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-3 Interest Period, the Class B-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-3 Interest Period and the denominator of which is 360.

“Class B-1 Note Rate” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

“Class B-1 Notes” means any one of the Series 2005-3 Floating Rate Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3.  Definitive Class B-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-1 Percentage” means, as of any date of determination, the percentage equivalent of fraction, the numerator of which is the Class B-1 Principal Amount and the denominator of which is the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount.

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-1 Notes executed as of such date minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-1 Noteholders that have been rescinded or otherwise returned by the Class B-1 Noteholders for any reason.

“Class B-2 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class B-2 Initial Principal Amount” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-2 Note Rate” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

“Class B-2 Notes” means any one of the Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf

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of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3.  Definitive Class B-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-2 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B-2 Principal Amount and the denominator of which is the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount.

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-2 Noteholders that have been rescinded or otherwise returned by the Class B-2 Noteholders for any reason.

“Class B-3 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class B-3 Initial Principal Amount” shall have the meaning with respect to the Class B-3 Notes specified in the related Class B Notes Term Sheet.

“Class B-3 Monthly Interest” means, with respect to any Series 2005-3 Interest Period, an amount equal to the product of (i) the Class B-3 Note Rate for such Series 2005-3 Interest Period, (ii) the Class B-3 Principal Amount on the first day of such Series 2005-3 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-3 Interest Period, the Class B-3 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-3 Interest Period and the denominator of which is 360.

“Class B-3 Note Rate” shall have the meaning with respect to the Class B-3 Notes specified in the related Class B Notes Term Sheet.

“Class B-3 Noteholder” means the Person in whose name a Class B-3 Note is registered in the Note Register.

“Class B-3 Notes” means any one of the Series 2005-3 Floating Rate Rental Car Asset Backed Notes, Class B-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2 or Exhibit A-4-3.  Definitive Class B-3 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-3 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B-3 Principal Amount and the denominator of which is the sum of the Class B-3 Principal Amount and the Class B-4 Principal Amount.

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“Class B-3 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-3 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-3 Notes minus (b) the amount of principal payments made to Class B-3 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-3 Noteholders that have been rescinded or otherwise returned by the Class B-3 Noteholders for any reason.

“Class B-4 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class B-4 Initial Principal Amount” shall have the meaning with respect to the Class B-4 Notes specified in the related Class B Notes Term Sheet.

“Class B-4 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes.

“Class B-4 Note Rate” shall have the meaning with respect to the Class B-4 Notes specified in the related Class B Notes Term Sheet.

“Class B-4 Noteholder” means the Person in whose name a Class B-4 Note is registered in the Note Register.

“Class B-4 Notes” means any one of the Series 2005-3 Fixed Rate Rental Car Asset Backed Notes, Class B-4, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-5-1, Exhibit A-5-2 or Exhibit A-5-3.  Definitive Class B-4 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-4 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B-4 Principal Amount and the denominator of which is the sum of the Class B-3 Principal Amount and the Class B-4 Principal Amount.

“Class B-4 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-4 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-4 Notes minus (b) the amount of principal payments made to Class B-4 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-4 Noteholders that have been rescinded or otherwise returned by the Class B-4 Noteholders for any reason.

“Class Enhancement Amount” means the Class A Adjusted Enhancement Amount and/or the Class B Adjusted Enhancement Amount, as the context may require.

“Class Enhancement Deficiency” means a Class A Enhancement Deficiency and/or a Class B Enhancement Deficiency, as the context may require.

“Class Liquidity Amount” means the Class A Adjusted Liquidity Amount and/or the Class B Adjusted Liquidity Amount, as the context may require.

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“Class Liquidity Deficiency” means a Class A Liquidity Deficiency and/or a Class B Liquidity Deficiency, as the context may require.

“Committed Note Purchaser” means the Class A-1 Committed Note Purchaser and/or the Class A-2 Committed Note Purchaser, as the context may require.

“Commitment Termination Date” means the Class A-1 Commitment Termination Date or the Class A-2 Commitment Termination Date, as the context may require.

“Confirmation Condition” with respect to any Bankrupt Manufacturer means a condition that is satisfied when the bankruptcy court having jurisdiction over the Bankrupt Manufacturer issues an order that remains in effect approving: (i) the assumption of the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by the Bankrupt Manufacturer or the trustee in bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and, at the time of the assumption, all amounts due from the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured or (ii) the execution, delivery and performance by the Bankrupt Manufacturer of a new post-petition Eligible Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date the Bankrupt Manufacturer suffered an event of bankruptcy and, at the time of the execution and delivery of the new post-petition Eligible Manufacturer program, all amounts due and payable by the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured.

“Controlling Class” means the Class A Notes as long as any Class A Notes are Outstanding, and upon payment in full of the Class A Notes, the Class B Notes (in each case excluding any Series 2005-3 Notes held by HVF or any Affiliate of HVF).

“CP Tranche” means the Class A-1 CP Tranche or the Class A-2 CP Tranche, as the context may require.

“Decrease” means a Mandatory Decrease or a Voluntary Decrease, as applicable.

“Deficiency Amount” means the Class A Deficiency Amount and/or the Class B Deficiency Amount, as the context may require.

“Demand Notice” has the meaning specified in Section 3.13(d) of this Series Supplement.

“Disbursement” means, each Class A Disbursement and/or Class B Disbursement, as the context may require.

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“Eligible Interest Rate Hedge Provider” means a counterparty to a Series 2005-3 Interest Rate Hedge who is a bank or other financial institution, that (A) has, or has all of its obligations under its Series 2005-3 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “A-1” from Standard & Poor’s and a long-term senior unsecured debt rating of at least “A+” from Standard & Poor’s, (B) has, or has all of its obligations under its Series 2005-3 Interest Rate Hedge guaranteed by a person that has, a short-term senior unsecured debt rating of “P-1” from Moody’s and a long-term senior unsecured debt rating of at least “A1” from Moody’s and (C) unless otherwise agreed to by Fitch, has, or has all of its obligations under its Series 2005-3 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “F1” from Fitch and a long-term senior unsecured debt rating of at least “A” from Fitch; provided that, for so long as any Class A Notes are Outstanding, each Eligible Interest Rate Hedge Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but

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excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Eligible Series Enhancement Account” means any Series Account the amount on deposit in which is included in the Enhancement Amount with respect to the related Series of Notes and the Series Supplement with respect to which provides that, if there are any Ford Reimbursement Obligations outstanding, amounts on deposit therein may only be applied to pay principal of, or interest on, the related Series of Notes or to pay such Ford Reimbursement Obligations.

“Excluded Redesignated Vehicle” means each Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such Vehicle.

“Estimated Interest” has the meaning specified in Section 3.3(b) of this Series Supplement.

“Estimated Interest Adjustment Amount” means, with respect to any Determination Date, the result (whether a positive or negative number) of (i) the actual amount of Class A Adjusted Monthly Interest that accrued during the Estimated Interest Period which commenced on the immediately preceding Determination Date minus (ii) the Estimated Interest with respect to such Estimated Interest Period.

“Estimated Interest Adjustment Notice” has the meaning specified in Section 3.3(b) of this Series Supplement.

“Estimated Interest Period” has the meaning specified in Section 3.3(b) of this Series Supplement.

“Eurodollar Tranche” means the Class A-1 Eurodollar Tranche or the Class A-2 Eurodollar Tranche, as the context may require.

“Expected Final Payment Date” means the Three-Year Notes Expected Final Payment Date or the Five-Year Notes Expected Final Payment Date, as applicable.

“Financial Assets” has the meaning specified in Section 3.11(b)(i) of this Series Supplement.

“Five-Year Notes” means, collectively, the Class A-2 Notes, the Class B-3 Notes and the Class B-4 Notes.

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“Five-Year Notes Expected Final Payment Date” means the November 2010 Payment Date.

“Five-Year Notes Legal Final Payment Date” means the November 2011 Payment Date.

“Fleet Equity Amount” means, on any date of determination, the amount, if any, by which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount of cash and Permitted Investments on deposit in the (i) Class A Reserve Account, (ii) the Class B Reserve Account, (iii) the Class A Non-Ford Cash Collateral Account, (iv) the Class B Non-Ford Cash Collateral Account, (v) the Series 2005-3 Excess Collection Account after the required application of such funds in accordance with the priorities set forth in clauses (i) through (v) of Section 2.2(f) of this Series Supplement as of such date, (vi) the Series 2005-3 Collection Account and available for reduction of the Series 2005-3 Principal Amount as of such date, (vii) any Series-Specific Excess Collection Account (other than the Series 2005-3 Excess Collection Account) after the required application of such funds in accordance with the priorities set forth in the provisions of the related Series Supplement governing the distribution of amounts on deposit in such Series-Specific Excess Collection Account, other than amounts that are permitted to be released to HVF, (viii) any Series-Specific Collection Account (other than the Series 2005-3 Collection Account) and available for reduction of the Principal Amount with respect to the related Series as of such date and (ix) any other Eligible Series Enhancement Account exceeds the aggregate Principal Amount of each Outstanding Series of Notes on such date.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Minimum Fleet Equity Amount as of such date.

“Ford Letter of Credit” means an irrevocable letter of credit issued for the account of Ford or an affiliate thereof in favor of the Trustee for the benefit of a Series of Notes or a class of a Series of Notes.

“Ford LOC Disbursement” means any Class A LOC Credit Disbursement under a Class A Ford Letter of Credit or any Class B LOC Credit Disbursement under a Class B Ford Letter of Credit.

“Ford LOC Exposure Amount” means, on any date of determination, the sum of (a) the aggregate amount available to be drawn under all outstanding Ford Letters of Credit on such date, (b) the stated amount of Ford Letters of Credit that Ford is committed to provide to HVF on such date, after giving effect to the issuance of the Ford Letters of Credit referenced in clause (a), (c) the aggregate amount of cash and Permitted Investments on deposit in any Series Account (including the Class A Ford Cash Collateral Account and the Class B Ford Cash Collateral Account) funded by an amount drawn under a Ford Letter of Credit on such date and (d) (without double counting any amount included in the preceding clause (c)) any outstanding Ford Reimbursement Obligations on such date.

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“Ford Reimbursement Obligations” means any and all obligations of HVF set forth in Section 3.17 of this Series Supplement and any other payment obligation of HVF in respect of a Ford Letter of Credit set forth in any other Series Supplement; provided, however that no Ford Reimbursement Obligation in respect of a disbursement made under a Ford Letter of Credit shall arise until such time as Ford has reimbursed the provider of such Ford Letter of Credit for such disbursement.

“HVF Service Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to HVF Service Vehicles as of such date.

“HVF Service Vehicles” means, an HVF Vehicle used by Hertz’s employees, or to the extent permitted under the HVF Lease, employees of Hertz Equipment Rental Corporation.

“Hyundai Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is three months after the earlier of (i) the date such Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such Vehicle first occurred.

“Increase” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement, the Class A-1 Administrative Agent under the Class A-1 Note Purchase Agreement, the Class A-2 Administrative Agent under the Class A-2 Note Purchase Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF including, without limitation, any amounts owing from HVF under each Series 2005-3 Interest Rate Hedge (other than Monthly Hedge Payments).

“Initial Class B Interest Period” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Initial Class B Notes Term Sheet” means the Class B Notes Term Sheet relating to the initial issuance of Class B Notes.

“Insurance Agreement” means the Insurance Agreement, dated as of December 21, 2005, among the Insurer, the Trustee and HVF, which shall constitute an “Enhancement Agreement” with respect the Class A Notes for all purposes under the Indenture.

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“Insurance Policy” means the Note Guaranty Insurance Policy No. AB0954BE, dated December 21, 2005, issued by the Insurer.

“Insured Principal Deficit Amount” means, with respect to any Payment Date, the excess, if any, of (a) the Class A Outstanding Principal Amount measured as of such Payment Date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the sum on such Payment Date of (i) the Class A Asset Amount, (ii) the Class A Available Reserve Account Amount, (iii) the Class A Letter of Credit Amount, (iv) the Class B Available Reserve Account Amount, (v) the Class B Letter of Credit Amount, (vi) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account and (vii) the amount on deposit in the Series 2005-3 Distribution Account and allocated to effect a redemption of the Class A Notes of any Class.

“Insurer” means Ambac Assurance Corporation, a Wisconsin stock insurance corporation.  The Insurer shall constitute an “Enhancement Provider” with respect to the Class A Notes for all purposes under the Indenture and the other Related Documents.

“Insurer Default” means (i) any failure by the Insurer to pay a demand for payment made in accordance with the requirements of the Insurance Policy and such failure shall not have been cured or (ii) the occurrence of an Insurer Insolvency Event with respect to the Insurer.

“Insurer Fee” has the meaning set forth in the Insurance Agreement.

“Insurer Insolvency Event” shall be deemed to have occurred with respect to the Insurer if:

(a)           a rehabilitation or liquidation proceeding shall be commenced against the Insurer, without the consent of the Insurer, seeking the rehabilitation or liquidation of the Insurer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Insurer or all or any substantial part of its assets, or any similar action with respect to the Insurer under any law relating to rehabilitation, liquidation, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or

(b)           the Insurer shall commence a voluntary proceeding under any applicable rehabilitation, 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 the Insurer or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

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(c)           the board of directors of the Insurer shall vote to implement any of the actions set forth in clause (b) above.

“Insurer Reimbursement Amounts” means, as of any date of determination, (i) an amount equal to the aggregate of any amounts due as of such date to the Insurer pursuant to the Insurance Agreement in respect of unreimbursed draws under the Insurance Policy, including interest thereon determined in accordance with the Insurance Agreement, and (ii) an amount equal to the aggregate of any other amounts due as of such date to the Insurer pursuant to the Insurance Agreement (other than the Insurer Fee).

“Interest Rate Hedge Provider” means HVF’s counterparty under a Series 2005-3 Interest Rate Hedge.  Each Interest Rate Hedge Provider, for so long as such Interest Rate Hedge Provider is not in default under its Series 2005-3 Interest Rate Hedge, and such Series 2005-3 Interest Rate Hedge continues to be in effect, shall constitute an “Enhancement Provider” with respect to the Series 2005-3 Notes for all purposes under the Indenture and the other Related Documents.

“Investor Group” means a Class A-1 Investor Group or a Class A-2 Investor Group, as the context may requires.

“Investor Group Principal Amount” means the Class A-1 Investor Group Principal Amount or the Class A-2 Investor Group Principal Amount, as the context may require.

“Jaguar Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Jaguar as of such date.

“Kia Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Land Rover Program Amount and the Land Rover Non-Program Amount as of such date.

“Land Rover Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Land Rover as of such date.

“Land Rover Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Land Rover as of such date.

“Lease Payment Deficit Notice” has the meaning specified in Section 3.3(c) of this Series Supplement.

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“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the context may require.

“Lexus Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Lexus as of such date.

“LIBOR Determination Date” means, with respect to any Series 2005-3 Interest Period, the second London Business Day preceding the first day of such Series 2005-3 Interest Period.

“LOC Preference Payment Disbursement” means a Class A LOC Preference Payment Disbursement and/or a Class B LOC Preference Payment Disbursement, as the context may require.

“London Business Day” means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

“Mandatory Decrease” has the meaning specified in Section 2.2(a) of this Series Supplement.

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate

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thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts

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set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Market Value Average” means, as of any day on or after the third Determination 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 such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of the preceding Determination Date and the two Determination Dates precedent thereto.

“Maximum Investor Group Principal Amount” means the Class A-1 Maximum Investor Group Amount or the Class A-2 Maximum Investor Group Amount, as the context may require.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Mazda Program Amount and the Mazda Non-Program Amount as of such date.

“Mazda Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Mazda as of such date.

“Mazda Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mitsubishi as of such date.

“Monthly Hedge Payment” means, for any Payment Date, the excess, if any, of (i) the aggregate amount payable by HVF as the “Fixed Amount” under each Series 2005-3 Interest Rate Hedge on such Payment Date over (ii) the aggregate amount payable to HVF as the “Floating Amount” under each such Series 2005-3 Interest Rate

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Hedge on such Payment Date, in each case excluding any termination payments under such Series 2005-3 Interest Rate Hedges.

“Monthly Total Principal Allocation” means for any Related Month the sum of all Series 2005-3 Principal Allocations with respect to such Related Month plus any amounts deposited in the Series 2005-3 Collection Account pursuant to Section 3.3(h)(vi)(B) of this Series Supplement.

“New York UCC” has the meaning specified in Section 3.11(b)(i) of this Series Supplement.

“Non-Class B Rated Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer, who as of such date had a long-term unsecured debt rating of less than “BBB-” from Fitch or, if unrated by Fitch, each Eligible Program Manufacturer, who as of such date had a long-term unsecured debt rating (or the equivalent thereof from Moody’s or Standard & Poor’s, as applicable) of less than “Baa3” from Moody’s or less than “BBB-” from Standard & Poor’s, and, if the Class B Notes are rated by Standard & Poor’s, a long-term unsecured debt rating of less than “BBB-” and, if the Class B Notes are rated by Moody’s a long-term unsecured debt rating of less than “Baa3” provided that upon the downgrade of a Manufacturer by Fitch or, if unrated by Fitch or the Class B Notes are rated by Moody’s or Standard & Poor’s, by Moody’s or Standard & Poor’s, as applicable, to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-” by Fitch or, if unrated by Fitch or the Class B Notes are rated by Moody’s or Standard & Poor’s, rated “BBB-” and/or “Baa3”, as applicable, by each Rating Agency that downgraded such Manufacturer for a period of 30 days following the date on which the Administrator obtains actual knowledge of such downgrade; provided further that, unless otherwise agreed to by Fitch, (x) for so long as Ford is rated “BBB-” or lower by Fitch, Ford shall be considered a “Non-Class B Rated Eligible Program Manufacturer” and (y) for so long as GM is rated “BBB-” or lower by Fitch, GM shall be considered a “Non-Class B Rated Eligible Program Manufacturer”.

“Non-Class B Rated Eligible Program Manufacturer Amount” means, as of any date of determination, the sum for all Non-Class B Rated Eligible Program Manufacturers of an amount, with respect to each Non-Class B Rated Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Class B Rated Eligible

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Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Class B Rated Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Class B Rated Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned

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in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by

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the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Investment Grade Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or the Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Eligible Program Manufacturer Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Eligible Program Manufacturers of an amount, with respect to each Non-Investment Grade Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Eligible Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Investment Grade Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible

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Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Investment Grade Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Investment Grade Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Manufacturers of an amount, with respect to each Non-Investment Grade Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program

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Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Manufacturer and not turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to its Manufacturer Program with such Non-Investment Grade Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

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“One-Month LIBOR” means, for each Series 2005-3 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month, that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such Series 2005-3 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series 2005-3 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2005-3 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, “One-Month LIBOR” for such Series 2005-3 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2005-3 Interest Period.

“Outstanding” means with respect to the Series 2005-3 Notes, all Series 2005-3 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2005-3 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2005-3 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2005-3 Distribution Account and are available for payment of such Series 2005-3 Notes, and Series 2005-3 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2005-3 Notes in exchange for or in lieu of other Series 2005-3 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2005-3 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 3.2(d) of this Series Supplement.

“Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-3 Demand Note and distributed to the Series 2005-3 Noteholders in respect of amounts owing under the Series 2005-3 Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Series 2005-3 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Series 2005-3 Asset Amount on such date; provided, however, the Principal Deficit Amount on any date that is prior to the Five-Year Notes Legal Final

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Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Series 2005-3 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Series 2005-3 Asset Amount on such date and (2) the lesser of (a) the Series 2005-3 Liquidity Amount on such date and (b) the Series 2005-3 Required Liquidity Amount on such date.

“Pro Rata Share” means, (a) with respect to any Series 2005-3 Non-Ford Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-3 Non-Ford Letter of Credit Provider’s Series 2005-3 Non-Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-3 Non-Ford Letters of Credit, relating to the same Class of Series 2005-3 Notes as such Series 2005-3 Non-Ford Letter of Credit Provider’s Series 2005-3 Non-Ford Letter of Credit, as of such date and (b) with respect to any Series 2005-3 Ford Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-3 Ford Letter of Credit Provider’s Series 2005-3 Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-3 Ford Letters of Credit relating to the same Class of Series 2005-3 Notes as such Series 2005-3 Ford Letter of Credit Provider’s Series 2005-3 Ford Letter of Credit, as of such date; provided, that only for purposes of calculating the Pro Rata Share with respect to any Series 2005-3 Letter of Credit Provider as of any date, if such Series 2005-3 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2005-3 Letter of Credit made prior to such date, the available amount under such Series 2005-3 Letter of Credit Provider’s Series 2005-3 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 Series 2005-3 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Series 2005-3 Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Series 2005-3 Letter of Credit).

“QIB” has the meaning specified in Section 6.2 of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2005-3 Notes, Standard & Poor’s, Moody’s and Fitch and any other nationally recognized rating agency rating the Series 2005-3 Notes at the request of HVF.

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been

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redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof.

“Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 6.2(b) of this Series Supplement.

“Required Minimum Fleet Equity Amount” means, on any date of determination, an amount equal to four times the Ford LOC Exposure Amount as of such date.

“Required Noteholders” means with respect to the Series 2005-3 Notes, subject to Section 7.7 of this Series Supplement, Series 2005-3 Noteholders holding more than 50% of the Series 2005-3 Principal Amount (excluding any Series 2005-3 Notes held by HVF or any Affiliate of HVF).

“Restricted Global Notes” has the meaning specified in Section 6.2(a) of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes, and all other Series 2005-3 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Section 6.4(i)(iv) of this Series Supplement.

“Restricted Period” means, with respect to any Series 2005-3 Notes issued on the Series 2005-3 Closing Date, the period commencing on such Series 2005-3 Closing Date and ending on the 40th day after such Series 2005-3 Closing Date, and with respect to any Class B Notes issued on a Series 2005-3 Class B Notes Closing Date, the period commencing on such Series 2005-3 Class B Notes Closing Date and ending on the 40th day after such Series 2005-3 Class B Notes Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means the Servicer’s Senior Term Facility and Senior ABL Facility, each of which will be provided under credit agreements, to be dated as of the date hereof, among the Servicer and (with respect to the Senior ABL Facility only) Hertz Equipment Rental Corporation and certain of the Servicer’s other subsidiaries, as borrower, Deutsche Bank AG Cayman Islands Branch Inc., as administrative agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch Capital Corporation, as sole documentation agent, and the other financial institutions party thereto from time to time.

“Series 2005-1 Notes” means the Series 2005-1 Medium Term Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series

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Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-2 Notes” means the Series 2005-2 Medium Term Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-3 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2005-3 Notes as of such date, (ii) the Insurer Fee, if any, accrued to such date and payable by HVF on the next succeeding Payment Date, (iii) any other amounts due or accrued as of such date and payable to the Insurer pursuant to the Insurance Agreement (other than unreimbursed amounts drawn under the Insurance Policy to pay the principal of the Series 2005-3 Notes) on or prior to the next succeeding Payment Date, (iv) the Monthly Hedge Payment and (v) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2005-3 Percentage as of the Determination Date immediately preceding such Payment Date.

“Series 2005-3 Accrued Interest Account” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-3 Adjusted Principal Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class B Adjusted Principal Amount, in each case, as of such date.

“Series 2005-3 Asset Amount” means, as of any date of determination, the product of (i) the Series 2005-3 Invested Percentage (with respect to principal) as of such date and (ii) the Aggregate Asset Amount as of such date.

“Series 2005-3 Cash Collateral Accounts” means the Class A Cash Collateral Account and the Class B Cash Collateral Account.

“Series 2005-3 Class B Notes Closing Date” means, with respect to any issuance of Class B Notes, the date specified in the Class B Notes Term Sheet related to such issuance of Class B Notes.

“Series 2005-3 Closing Date” means December 21, 2005.

“Series 2005-3 Collateral” means the Collateral, any Series 2005-3 Interest Rate Hedges, each Series 2005-3 Letter of Credit, the Series 2005-3 Series Account Collateral, the Class A Cash Collateral Account Collateral, the Class B Cash Collateral Account Collateral, the Series 2005-3 Demand Note, the Series 2005-3 Distribution Account Collateral, the Class A Reserve Account Collateral and the Class B Reserve Account Collateral.

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“Series 2005-3 Collection Account” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-3 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

“Series 2005-3 Demand Note Payment Amount” means, as of any date of determination, the excess, if any, of (a) the aggregate amount of all proceeds of demands made on the Series 2005-3 Demand Note that were deposited into the Series 2005-3 Distribution Account and paid to the Series 2005-3 Noteholders during the one year period ending on such date of determination over (b) the amount of any Preference Amount relating to such proceeds that has been repaid to HVF (or any payee of HVF) with the proceeds of any LOC Preference Payment Disbursement (or any withdrawal from any Series 2005-3 Cash Collateral Account); provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred on or before such date of determination, the Series 2005-3 Demand Note Payment Amount shall equal (i) on any date of determination until the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon which the statute of limitations in respect of avoidance actions in such proceedings has run or when such actions otherwise become unavailable to the bankruptcy estate), the Series 2005-3 Demand Note Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy and (ii) on any date of determination thereafter, $0.

“Series 2005-3 Deposit Date” has the meaning specified in Section 3.2 of this Series Supplement.

“Series 2005-3 Designated Account” has the meaning specified in Section 3.11(a) of this Series Supplement.

“Series 2005-3 Distribution Account” has the meaning specified in Section 3.10(a) of this Series Supplement.

“Series 2005-3 Distribution Account Collateral” has the meaning specified in Section 3.10(d) of this Series Supplement.

“Series 2005-3 Excess Collection Account” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-3 Ford Letter of Credit” means each Class A Ford Letter of Credit and each Class B Ford Letter of Credit, as the context may require.

“Series 2005-3 Ford Letter of Credit Provider” means each Class A Ford Letter of Credit Provider and each Class B Ford Letter of Credit Provider, as the context may require.

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“Series 2005-3 Ford Letter of Credit Termination Date” means the date on which (i) all Series 2005-3 Ford Letters of Credit have expired or been terminated and returned to the Series 2005-3 Ford Letter of Credit Provider thereof, (ii) no Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all amounts distributable to Ford hereunder from the Series 2005-3 Cash Collateral Accounts.

“Series 2005-3 Global Note” means a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Series 2005-3 Interest Period” means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2005-3 Interest Period shall commence on and include the Series 2005-3 Closing Date and end on and include January 24, 2006.

“Series 2005-3 Interest Rate Hedge” is defined in Section 3.12(a) of this Series Supplement; provided that for the avoidance of doubt each Series 2005-3 Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”, but shall not constitute a “Swap Agreement” for all purposes under the Base Indenture or any other Related Document.

“Series 2005-3 Invested Percentage” means on any date of determination:

(a)           when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2005-3 Required Adjusted Asset Amount, determined during the Series 2005-3 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-3 Closing Date, on the Series 2005-3 Closing Date), or, the Series 2005-3 Required Adjusted Asset Amount, determined during the Series 2005-3 Rapid Amortization Period, as of the last day of the Series 2005-3 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-3 Closing Date, as of the Series 2005-3 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

(b)           when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2005-3 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2005-3 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-3 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF Lease from and

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excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-3 Accrued Interest Account from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-3 Lease Payment Deficit” means either a Series 2005-3 Lease Interest Payment Deficit or a Series 2005-3 Lease Principal Payment Deficit.

“Series 2005-3 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 Series 2005-3 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2005-3 Distribution Account pursuant to Section 3.5(e) of this Series Supplement on such preceding Payment Date on account of such Series 2005-3 Lease Principal Payment Deficit.

“Series 2005-3 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2005-3 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2005-3 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2005-3 Letter of Credit” means a Class A Letter of Credit and/or a Class B Letter of Credit, as the context may require.

“Series 2005-3 Letter of Credit Provider” means a Class A Letter of Credit Provider and/or a Class B Letter of Credit Provider, as the context may require.

“Series 2005-3 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (l) of Article IV of this Series Supplement that continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however, that any event or condition of the type specified in clauses (a) through (i) shall cease to constitute a Series 2005-3 Limited Liquidation Event of Default if (i) within such thirty (30) day period, such Amortization Event shall have been cured and (ii) the Trustee shall have received from the Series 2005-3 Noteholders holding more than 50% of the Controlling Class a waiver of the occurrence of such Series 2005-3 Limited Liquidation Event of Default.

“Series 2005-3 Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each case on such date.

“Series 2005-3 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series

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2005-3 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 15%).

“Series 2005-3 Maximum Amount” means any of the Series 2005-3 Maximum Hyundai Amount, the Series 2005-3 Maximum Jaguar Amount, the Series 2005-3 Maximum Kia Amount, the Series 2005-3 Maximum Land Rover Amount, the Series 2005-3 Maximum Mazda Amount, the Series 2005-3 Maximum Mitsubishi Amount, the Series 2005-3 Maximum Subaru Amount, the Series 2005-3 Maximum Volvo Amount, the Series 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2005-3 Maximum Non-Eligible Manufacturer Amount, the Series 2005-3 Maximum Non-Eligible Vehicle Amount, the Series 2005-3 Maximum Audi Amount, the Series 2005-3 Maximum BMW Amount, the Series 2005-3 Maximum Lexus Amount, the Series 2005-3 Maximum Mercedes Amount, the Series 2005-3 Maximum Aggregate BMW/Lexus/Audi Mercedes Amount and the Series 2005-3 Maximum HVF Service Vehicle Amount.

“Series 2005-3 Maximum Audi Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day  (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 8%).

“Series 2005-3 Maximum BMW Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-3 Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Kia Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

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“Series 2005-3 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-3 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, with respect to any Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2005-3 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Mercedes Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-3 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-3 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 65% of the Adjusted Aggregate Asset Amount.

“Series 2005-3 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-3 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-3 Collection Account if all payments required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-3 Collection Account (without giving effect to any amounts deposited into the Series 2005-3 Accrued Interest Account pursuant to the proviso in Section 3.2(c)(ii) of this Series

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Supplement) from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-3 Non-Ford Letter of Credit” means each Class A Non-Ford Letter of Credit and each Class B Non-Ford Letter of Credit, as the context may require.

“Series 2005-3 Non-Ford Letter of Credit Provider” means each Class A Non-Ford Letter of Credit Provider and each Class B Non-Ford Letter of Credit Provider, as the context may require.

“Series 2005-3 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate, the Class B-1 Note Rate, the Class B-2 Note Rate, the Class B-3 Note Rate or the Class B-4 Note Rate, as the context may require.

“Series 2005-3 Noteholders” means, collectively, the Class A Noteholders and the Class B Noteholders.

“Series 2005-3 Notes” means, collectively, the Class A Notes and the Class B Notes.

“Series 2005-3 Past Due Rent Payment” has the meaning specified in Section 3.2(d) of this Series Supplement.

“Series 2005-3 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2005-3 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

“Series 2005-3 Principal Allocation” has the meaning specified in Section 3.2 (a)(ii) of this Series Supplement.

“Series 2005-3 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.

“Series 2005-3 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2005-3 Notes and ending upon the earlier to occur of (i) the date on which (A) the Series 2005-3 Notes are fully paid, (B) the Insurer has been paid all Insurer Fees and all Insurer Reimbursement Amounts then due, (C) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-3 Interest Rate Hedge, and (D) the Series 2005-3 Ford Letter of Credit Termination Date and (ii) the termination of the Indenture.

“Series 2005-3 Rating Agency Condition” means, with respect to the Series 2005-3 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency shall have notified HVF, the Insurer and the Trustee in

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writing that such action will not result in a reduction or withdrawal of the ratings of the Class A Notes (both with and without regard to the Insurance Policy in effect immediately before the taking of such action) or the Class B Notes.

“Series 2005-3 Required Adjusted Asset Amount” means, as of any date of determination, the sum of (i) the excess, if any, of (A) the Class A Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Collection Account that, in the case of each of (i)(B)(1) and (i)(B)(2), is required to be applied to reduce the Class A Principal Amount, as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-3 Collection Account that, in the case of each of (ii)(B)(1) and (ii)(B)(2),is required to be applied to reduce the Class B Principal Amount, as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-3 Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the Class B Adjusted Principal Amount as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-3 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2005-3 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Series 2005-3 Required Liquidity Amount” means, as of any date of determination, an amount equal to the sum of (i) the Class A Required Liquidity Amount and (ii) the Class B Required Liquidity Amount, in each case on such date.

“Series 2005-3 Revolving Period” means the period from and including the Series 2005-3 Closing Date to the earlier of (i) the Commitment Termination Date or (ii) the commencement of the Series 2005-3 Rapid Amortization Period.

“Series 2005-3 Series Account Collateral” has the meaning specified in Section 3.1(d) of this Series Supplement.

“Series 2005-3 Series Accounts” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-4 Notes” means the Series 2005-4 Variable Funding Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified,

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restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series-Specific Collection Account” means the collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such collection account to the payment of Ford Reimbursement Obligations, after the payment of principal of such Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series-Specific Excess Collection Account” means the excess collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such excess collection account to the payment of Ford Reimbursement Obligations after the payment of principal of such Series of Notes or any other Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series Supplement” has the meaning set forth in the preamble.

“Servicer Event of Default” means the occurrence of an event that results in amounts due under the Servicer’s Senior Credit Facilities becoming immediately due and payable and that has not been waived by the lenders under such facilities.

“Shadow Rating” means the rating of the Class A Notes by Standard & Poor’s or Moody’s, as applicable, without giving effect to the Insurance Policy.

“Subaru Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case with respect to Subaru as of such date.

“Telerate Page 3750” means the display page so designated on the Moneyline Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each

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HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer and approved by each Rating Agency that is rating any Series of Notes and, so long as any Class A Notes are Outstanding, the Insurer (such approval not to be unreasonably withheld or delayed), at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Servicer.

“Three-Year Notes” means, collectively, the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes.

“Three-Year Notes Expected Final Payment Date” means the December 2008 Payment Date.

“Three-Year Notes Legal Final Payment Date” means the December 2009 Payment Date.

“Top Two Non-Investment Grade EPM Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and

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accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles when turned in to and

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accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturers” means, as of any date of determination, the two Non-Investment Grade Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such Non-Investment Grade Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers) and amounts receivable from such Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers), in each case as of such date.

“Unrestricted Global Notes” has the meaning specified in Section 6.2(b) of this Series Supplement.

“Voluntary Decrease” has the meaning specified in Section 2.2(b) of this Series Supplement.

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“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Volvo Program Amount and the Volvo Non-Program Amount as of such date.

“Volvo Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Volvo as of such date.

“Volvo Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Volvo as of such date.

ARTICLE II

INITIAL ISSUANCE AND INCREASES AND DECREASES
OF PRINCIPAL AMOUNT OF CLASS A NOTES

Section 2.1.            Initial Issuance; Procedure for Increasing the Class A Principal Amount.

(a)           Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 2.1 (in the case of subsections (b)(i), (b)(ii), (b)(iii), (b)(iv), (b)(v), (b)(vi) and (b)(vii) of this Section 2.1, as evidenced by an Advance Request delivered to the Trustee as to which the Trustee may rely) (i) on the Series 2005-3 Closing Date, HVF may issue Class A-1 Notes in the aggregate initial principal amount equal to the Class A-1 Initial Principal Amount and Class A-2 Notes in the aggregate initial principal amount equal to the Class A-2 Initial Principal Amount and (ii) on any Business Day during the Series 2005-3 Revolving Period, HVF may, in accordance with the Class A Note Purchase Agreements, increase the Class A-1 Principal Amount and the Class A-2 Principal Amount (each such increase referred to as an “Increase”), by issuing, at par, ratable amounts of additional principal amounts of the Class A-1 Notes and Class A-2 Notes.  Each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Class A Note Purchase Agreements and shall be ratably allocated among the Class A Notes, based on their respective portion of the Class A Principal Amount.  Proceeds from the initial issuance of the Class A Notes and from any Increase shall be deposited into the Series 2005-3 Collection Account and allocated in accordance with Article III hereof.  Upon each Increase, the Trustee shall, or shall cause the Registrar to, indicate in the Note Register such Increase.

(b)           The initial Class A Notes will be issued on the Series 2005-3 Closing Date and the Class A Principal Amount may be increased on any Business Day during the Series 2005-3 Revolving Period (subject to the limitations set forth in Section 2.2(a) below), in each case pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

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(c)           the amount of such issuance or Increase shall be equal to or greater than $12,500,000 and integral multiples of $100,000 in excess thereof;

(d)           after giving effect to such issuance or Increase, (A) the Investor Group Principal Amount with respect to each Investor Group shall not exceed the Maximum Investor Group Principal Amount with respect to such Investor Group, (B) the Class A Principal Amount shall not exceed the Class A Maximum Principal Amount, (C) the Class A-1 Principal Amount shall not exceed the Class A-1 Maximum Principal Amount and (D) the Class A-2 Principal Amount shall not exceed the Class A-2 Maximum Principal Amount;

(e)           after giving effect to such issuance or Increase and the application of the proceeds thereof, no Class Enhancement Deficiency, Class Liquidity Deficiency or Aggregate Asset Amount Deficiency shall exist;

(f)            after giving effect to such Increase and the application of the proceeds thereof, the amount on deposit in the Class A Reserve Account shall be equal to or greater than the Class A Required Reserve Account Amount;

(g)           no Series 2005-3 Amortization Event has occurred and is continuing and such issuance or Increase and the application of the proceeds thereof will not result in the occurrence of (1) an Amortization Event with respect to the Series 2005-3 Notes or a Series 2005-3 Limited Liquidation Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Amortization Event with respect to the Series 2005-3 Notes or a Series 2005-3 Limited Liquidation Event of Default;

(h)           all representations and warranties set forth in Article 7 of the Base Indenture shall be true and correct with the same effect as if made on and as of such date (except to the extent such representations relate to an earlier date); and

(i)            All conditions precedent to the making of advances under each Class A Note Purchase Agreement shall have been satisfied.

Section 2.2.            Procedure for Decreasing the Class A Principal Amount.

(a)           Mandatory Decrease.  Whenever (i) a Class Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Class Enhancement Deficiency, HVF shall apply funds in the Series 2005-3 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Class A-1 Principal Amount and the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Class A Principal Amount on such Payment Date, no such Class Enhancement Deficiency shall exist and (y) the amount that would reduce the Class A Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF

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shall allocate to and deposit in the Series 2005-3 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Class A-1 Principal Amount and the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2005-3 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Class A Principal Amount as of the date of application of such funds and (iii) a Class A Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Class A Excess Principal Event, HVF shall allocate to and deposit in the Series 2005-3 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Class A-1 Principal Amount and the Class A-2 Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Class A Principal Amount on such Payment Date, no such Class A Excess Principal Event shall exist and (y) the amount that would reduce the Class A Principal Amount to zero (each reduction of the Class A Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”); plus, with respect to each clause above, any associated breakage costs (including Class A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 7.1 of this Series Supplement for optional repurchases).  Such Mandatory Decrease shall be ratably allocated among the Class A Noteholders, based on their respective portion of the Class A Principal Amount.  Upon discovery of such a Class Enhancement Deficiency, Aggregate Asset Amount Deficiency or Class A Excess Principal Event, HVF promptly, but in any event within 5 Business Days, shall deliver written notice (by facsimile with original to follow by mail) of any such Mandatory Decreases to the Trustee.

(b)           Voluntary Decrease.  On any Business Day, upon at least 3 Business Day’s prior notice to each Class A Noteholder, each Committed Note Purchaser and the Trustee, HVF may decrease the Class A Principal Amount (each such reduction of the Class A Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by withdrawing from the Series 2005-3 Excess Collection Account or, after the Series 2005-3 Revolving Period, the Series 2005-3 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections on deposit in such accounts and, in the case of the Series 2005-3 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing pro rata to the Class A Noteholders in respect of principal of the Class A Notes, the amount of such withdrawal in accordance with Section 3.5(f);  plus any associated breakage costs (including Class A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 7.1 of this Series Supplement for optional repurchases).  Such Voluntary Decrease shall be ratably allocated among the Class A Noteholders, based on their respective portion of the Class A Principal Amount.  Each such Voluntary Decrease shall be, in the aggregate for all Class A Notes, in a

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minimum principal amount of $5,000,000 and integral multiples of $100,000 in excess thereof.

(c)           Upon distribution to the Class A Noteholders of principal of the Class A Notes in connection with each Decrease, the Trustee shall, or shall cause the Registrar to indicate in the Note Register such Decrease.  The amount of any Decrease shall not exceed the amount allocated to the Series 2005-3 Excess Collection Account or the Series 2005-3 Collection Account and available for distribution to Class A Noteholders in respect of principal of the Class A Notes on the date of such Decrease pursuant to the terms hereof.

ARTICLE III

SERIES 2005-3 ALLOCATIONS

With respect to the Series 2005-3 Notes only, the following shall apply:

Section 3.1.            Series 2005-3 Series Accounts.

(a)           Establishment of Series 2005-3 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider three accounts: the Series 2005-3 Collection Account (such account, the “Series 2005-3 Collection Account”), the Series 2005-3 Accrued Interest Account (such account, the “Series 2005-3 Accrued Interest Account”) and the Series 2005-3 Excess Collection Account (such account, the “Series 2005-3 Excess Collection Account” and, together with the Series 2005-3 Collection Account and the Series 2005-3 Accrued Interest Account, the “Series 2005-3 Series Accounts”).  Each Series 2005-3 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  Each Series 2005-3 Series Account shall be an Eligible Deposit Account.  If a Series 2005-3 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2005-3 Series Account is no longer an Eligible Deposit Account, establish a new Series 2005-3 Series Account that is an Eligible Deposit Account.  If a new Series 2005-3 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-3 Series Account into the new Series 2005-3 Series Account.  Initially, each of the Series 2005-3 Series Accounts will be established with The Bank of New York.

(b)           Administration of the Series 2005-3 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2005-3 Series Accounts to invest funds on deposit in such Series 2005-3 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2005-3 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on

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deposit in the Series 2005-3 Excess Collection Account) and (y) any such investment in the Series 2005-3 Collection Account or the Series 2005-3 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-3 Collection Account or Series 2005-3 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-3 Series Accounts shall remain uninvested.

(c)           Earnings from Series 2005-3 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-3 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)           Series 2005-3 Series Accounts Constitute Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-3 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-3 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-3 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-3 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-3 Series Account Collateral”).

Section 3.2.            Allocations with Respect to the Series 2005-3 Notes.  The net proceeds from the initial sale of the Series 2005-3 Notes will be deposited into the Series 2005-3 Excess Collection Account.  All amounts payable to HVF under any Series 2005-3 Interest Rate Hedges will be deposited into the Series 2005-3 Collection Account.  On each Business Day on which the proceeds of any Increase or Collections are deposited into the Collection Account (each such date, a “Series 2005-3 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration

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Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 3.2:

(a)           Allocations of Collections During the Series 2005-3 Revolving Period.  During the Series 2005-3 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00p.m. (New York City time) on each Series 2005-3 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2005-3 Collection Account an amount equal to the sum of (A) the Series 2005-3 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2005-3 Interest Rate Hedges.  All such amounts deposited into the Series 2005-3 Collection Account shall thereafter be deposited into the Series 2005-3 Accrued Interest Account; and

(ii)           allocate to and deposit in the Series 2005-3 Excess Collection Account (A) an amount equal to the Series 2005-3 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day, (B) on the Series 2005-3 Closing Date, the net proceeds from the issuance of the Series 2005-3 Notes and (C) on the date of any Increase, the proceeds of such Increase (for any such day, the “Series 2005-3 Principal Allocation”).

(b)           [Reserved].

(c)           Allocations of Collections During the Series 2005-3 Rapid Amortization Period.  During the Series 2005-3 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2005-3 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2005-3 Collection Account an amount determined as set forth in Section 3.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2005-3 Accrued Interest Account; and

(ii)           allocate to and deposit in the Series 2005-3 Collection Account an amount equal to the Series 2005-3 Principal Allocation for such day, which amount shall be used to make principal payments (I) on a pro rata basis in respect of the Class A Notes until the Class A Notes have been paid in full, (II) once the Class A Notes have been paid in full, on a pro rata basis in respect of the Class B Notes until the Class B Notes have been paid in full, (III) once the Class B Notes have been paid in full, to Ford, all unpaid Ford Reimbursement Obligations until Ford has been paid in full, and (IV) once Ford has been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition

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would be satisfied, on a pro rata basis to each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-3 Interest Rate Hedge; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2005-3 Notes, any amounts payable to the Trustee in respect of any Series 2005-3 Interest Rate Hedges and other amounts available pursuant to Section 3.3 of this Series Supplement to pay Class A Adjusted Monthly Interest and the Monthly Hedge Payment on the next succeeding Payment Date will be less than the sum of the Class A Adjusted Monthly Interest and the Monthly Hedge Payment for such Payment Date and (B) the Class A Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2005-3 Collection Account a portion of the Principal Collections allocated to the Series 2005-3 Notes during the Related Month equal to the lesser of such insufficiency and the Class A Enhancement Amount and deposit such amount into the Series 2005-3 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

(d)           Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2005-3 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2005-3 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2005-3 Collection Account an amount equal to the Series 2005-3 Invested Percentage as of the date of the occurrence of such Series 2005-3 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2005-3 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2005-3 Collection Account and apply the Series 2005-3 Past Due Rent Payment in the following order:

(i)            if the occurrence of the related Series 2005-3 Lease Payment Deficit resulted in a demand for payment being made under the Insurance Policy, pay to the Insurer an amount equal to the lesser of (x) the unreimbursed amount of the payment made by the Insurer under the Insurance Policy in respect of such demand and (y) the amount of the Series 2005-3 Past Due Rent Payment;

(ii)           if the occurrence of the related Series 2005-3 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class A LOC Credit Disbursement and (y) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payment pursuant to clause (i) above;

(iii)          if the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a withdrawal being made from the Class A Ford Cash Collateral Account, deposit in the Class A Ford Cash Collateral Account an

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amount equal to the lesser of (x) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Class A Ford Cash Collateral Account on account of such Series 2005-3 Lease Payment Deficit;

(iv)          if the occurrence of the related Series 2005-3 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Non-Ford Letters of Credit, pay to each Class A Non-Ford Letter of Credit Provider who made such a Class A LOC Credit Disbursement for application in accordance with the provisions of the applicable Class A Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement and (y) such Class A Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement, of the amount of the Series 2005-3 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (iii) above;

(v)           if the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a withdrawal being made from the Class A Non-Ford Cash Collateral Account, deposit in the Class A Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iv) above and (y) the amount withdrawn from the Class A Non-Ford Cash Collateral Account on account of such Series 2005-3 Lease Payment Deficit;

(vi)          if the occurrence of the related Series 2005-3 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class B LOC Credit Disbursement and (y) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (v) above;

(vii)         if the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a withdrawal being made from the Class B Ford Cash Collateral Account, deposit in the Class B Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vi) above and (y) the amount withdrawn from the Class B Ford Cash Collateral Account on account of such Series 2005-3 Lease Payment Deficit;

(viii)        if the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a withdrawal being made from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement, deposit in the Class A Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i)

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through (vii) above and (y) the excess, if any, of the Class A Required Reserve Account Amount over the Class A Available Reserve Account Amount on such day;

(ix)           if the occurrence of the related Series 2005-3 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Non-Ford Letters of Credit, pay to each Class B Non-Ford Letter of Credit Provider who made such a Class B LOC Credit Disbursement for application in accordance with the provisions of the applicable Class B Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement and (y) such Class B Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement, of the amount of the Series 2005-3 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (viii) above;

(x)            if the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a withdrawal being made from the Class B Non-Ford Cash Collateral Account, deposit in the Class B Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (ix) above and (y) the amount withdrawn from the Class B Non-Ford Cash Collateral Account on account of such Series 2005-3 Lease Payment Deficit;

(xi)           if the occurrence of such Series 2005-3 Lease Payment Deficit resulted in a withdrawal being made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement, deposit in the Class B Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-3 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (x) above and (y) the excess, if any, of the Class B Required Reserve Account Amount over the Class B Available Reserve Account Amount on such day;

(xii)          deposit into the Series 2005-3 Accrued Interest Account the amount, if any, by which the Series 2005-3 Lease Interest Payment Deficit, if any, relating to such Series 2005-3 Lease Payment Deficit exceeds the amount of the Series 2005-3 Past Due Rent Payment applied pursuant to clauses (i) through (xi) above; and

(xiii)         deposit into the Series 2005-3 Excess Collection Account and treat as Principal Collections the remaining amount of the Series 2005-3 Past Due Rent Payment.

(e)           Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2005-3 Notes (i) during

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the Series 2005-3 Revolving Period shall be deposited into the Series 2005-3 Excess Collection Account and applied in accordance with Section 3.2(f) of this Series Supplement and (ii) during the Series 2005-3 Rapid Amortization Period shall be deposited into the Series 2005-3 Collection Account and applied in accordance with Section 3.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2005-3 Notes, and after the Series 2005-3 Notes have been paid in full, to pay Ford all unpaid Ford Reimbursement Obligations and, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-3 Interest Rate Hedge.

(f)            Series 2005-3 Excess Collection Account.  Amounts deposited into the Series 2005-3 Excess Collection Account on any Series 2005-3 Deposit Date will be (i) first, withdrawn and deposited in the Class A Reserve Account in an amount up to the excess, if any, of the Class A Required Reserve Account Amount for such date over the Class A Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(f) of this Series Supplement, (iii) third, used to pay (a) the outstanding principal amount of the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes in that order on the Three-Year Notes Expected Final Payment Date, and (b) the outstanding principal amount of the Class A-2 Notes, the Class B-3 Notes and the Class B-4 Notes in that order on the Five-Year Notes Expected Final Payment Date, (iv) fourth, withdrawn and deposited in the Class B Reserve Account in an amount up to the excess, if any, of the Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (v) fifth, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (vi) sixth, used at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(f) of this Series Supplement, (vii) seventh, used to pay Ford all unpaid Ford Reimbursement Obligations, (viii) eighth, used to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-3 Interest Rate Hedge and (ix) ninth, any remaining funds may be released to HVF, in the case of clauses (iv) through (ix), only to the extent that no Class Enhancement Deficiency or other Amortization Event with respect to the Series 2005-3 Notes would result therefrom or exist immediately thereafter and, in the case of clauses (viii) and (ix) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment or release or immediately after such payment or release, the Fleet Equity Condition would be satisfied. Notwithstanding the foregoing, on the first day of the Series 2005-3 Rapid Amortization Period, all funds on deposit in the Series 2005-3 Excess Collection Account will be withdrawn from the Series 2005-3 Excess Collection Account and deposited into the Series 2005-3 Collection Account and applied in accordance with Section 3.2(c)(ii) of this Series Supplement.

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Section 3.3.            Application of Interest Collections.

On the fourth Business Day prior to each Payment Date, as provided below, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw, and on such Payment Date the Trustee, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn from the Series 2005-3 Accrued Interest Account pursuant to Section 3.3(b) below in respect of all funds available from any Series 2005-3 Interest Rate Hedges and Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 2005-3 Notes.

(a)           Appointment of Calculation Agent.  BNY MTC is hereby appointed Calculation Agent for the purpose of determining the Class B-1 Note Rate and the Class B-3 Note Rate for each Series 2005-3 Interest Period.  On each LIBOR Determination Date, the Calculation Agent shall determine the Class B-1 Note Rate and the Class B-3 Note Rate for the next succeeding Series 2005-3 Interest Period and deliver notice of the Class B-1 Note Rate and the Class B-3 Note Rate to the Trustee and the Administrator.

(b)           Note Interest with respect to the Series 2005-3 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2005-3 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2005-3 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2005-3 Interest Rate Hedge during that period in respect of (i) first, (I) first an amount equal to the sum of (A) the Class A Adjusted Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Class A Deficiency Amounts payable under clause (iii) below) for such Payment Date (the portion of such amount of Class A Adjusted Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Class A Adjusted Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be estimated by the Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second an amount equal to any Indenture Carrying Charges due to the Class A Noteholders and unpaid as of such Payment Date which are not included in the definition of Class A Adjusted Monthly Interest, (ii) second, an amount equal to the Monthly Hedge Payment, if any, for the next succeeding Payment Date, (iii) third, an amount equal to the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts), (iv) fourth, an amount equal to the Insurer Fee for such Series 2005-3 Interest Period plus any Insurer Reimbursement Amounts then due and owing, (v) fifth, an amount equal to the Class A Monthly Default Interest Amount, if any, for such Payment Date, (vi) sixth, an amount equal to the Class B Monthly Interest for the Series 2005-3 Interest Period ending on the day preceding such succeeding Payment Date and (vii) seventh, an amount equal to the

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unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 3.3(b), from the Series 2005-3 Accrued Interest Account and deposit such amounts into the Series 2005-3 Distribution Account.

On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit I to this Series Supplement (each an “Estimated Interest Adjustment Notice”).

(c)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2005-3 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)           (i)  Withdrawals from the Class A Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-3 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class A Reserve Account and deposit in the Series 2005-3 Distribution Account on such Payment Date an amount equal to the lesser of the Class A Available Reserve Account Amount and such insufficiency.  The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2005-3 Distribution Account.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be withdrawn from the Class A Reserve Account.

(ii)           Withdrawals from the Class B Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-3 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class B Reserve Account and deposit in the Series 2005-3 Distribution Account on such Payment Date an amount equal to the lesser of the Class B Available Reserve Account Amount and the lesser of (I) such insufficiency and (II) the amounts described in clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement.  The Trustee shall withdraw such amount from the Class B Reserve Account and deposit such amount in the Series 2005-3 Distribution Account, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement.

(e)           Draws on Series 2005-3 Letters of Credit.  (I)  (X)  If the Administrator determines on any Payment Date that there exists a Series 2005-3 Lease

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Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class A Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) such Series 2005-3 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-3 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement on such Payment Date and (iii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Non-Ford Letters of Credit or withdrawn from the Class A Non-Ford Cash Collateral Account.

(Y)           If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date exceeds the amounts available from the Series 2005-3 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class A Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-3 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date and (ii) the Class A Ford Letter of Credit Liquidity Amount on the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC

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Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date; provided, however, that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Ford Letters of Credit or withdrawn from the Class A Ford Cash Collateral Account.

(II)           (X)  If the Administrator determines on any Payment Date that there exists a Series 2005-3 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class B Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) the excess, if any, of such Series 2005-3 Lease Interest Payment Deficit over the sum of the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Accounts), (ii) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-3 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement and (iii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 3.3(b) of this Series Supplement; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit.

(Y)           If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series

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Supplement on such Payment Date exceeds the sum of the amounts available from the Series 2005-3 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class B Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-3 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement and (ii) the Class B Ford Letter of Credit Liquidity Amount on the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement; provided, however, that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(f)            Insurance Policy.  (I)  If the Administrator determines on the second Business Day prior to any Payment Date that the Series 2005-3 Lease Interest Payment Deficit from the preceding Payment Date, if any, remains unpaid and the Class A Liquidity Amount on such date of determination is insufficient to pay the Class A Adjusted Monthly Interest due on the upcoming Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on

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the second Business Day preceding such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-3 Distribution Account.

(II)           If the Administrator determines on any Payment Date that the sum of the amounts available from the Series 2005-3 Accrued Interest Account plus the amount available under the Series 2005-3 Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement plus the amount, if any, to be drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 3.3(e)(I) of this Series Supplement plus the amount, if any, deposited in the Series 2005-3 Distribution Account pursuant to Section 3.3(f)(I) of this Series Supplement is insufficient to pay the Class A Adjusted Monthly Interest for such Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-3 Distribution Account.

(g)           Deficiency Amounts.  If the amounts described in Sections 3.3(b), (c), (d), (e) and (f) of this Series Supplement are insufficient to pay (i) the Class A Adjusted Monthly Interest for any Payment Date, payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Monthly Interest for any Payment Date, payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-3 Notes shall be referred to as the “Class B-3 Deficiency Amount” and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-4 Notes shall be referred to as the “Class B-4 Deficiency Amount”.  Interest shall accrue on the Deficiency Amount for each Class of Series 2005-3 Notes at the applicable Series 2005-3 Note Rate.

(h)           Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay, on such Payment Date, the balance (after making the payments required in Section 3.4 of this Series Supplement), if any, of the amounts available from the Series 2005-3 Accrued Interest Account plus the amount, if any, withdrawn from the

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Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement plus the amount, if any, withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement plus the amount, if any, drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 3.3(e)(I) of this Series Supplement plus the amount, if any, drawn under the Class B Letters of Credit and/or withdrawn from the Class B Cash Collateral Accounts pursuant to Section 3.3(e)(II) of this Series Supplement as follows:

(i)            first, on a pro rata basis to each Interest Rate Hedge Provider, in an amount equal to the portion of the Monthly Hedge Payment for such Payment Date payable to such Interest Rate Hedge Provider;

(ii)           second, to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the Series 2005-3 Interest Period ending on the day preceding such Payment Date and (y) any other Insurer Reimbursement Amounts then due and payable to the Insurer (excluding therefrom any amounts included in Class A Monthly Interest for such Series 2005-3 Interest Period), provided that during the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be paid with the proceeds of a draw on a Series 2005-3 Letters of Credit or a withdrawal from a Series 2005-3 Cash Collateral Account;

(iii)          third, to the Administrator, in an amount equal to the Series 2005-3 Percentage as of the beginning of the Series 2005-3 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2005-3 Interest Period;

(iv)          fourth, to the Trustee, in an amount equal to the Series 2005-3 Percentage as of the beginning of the Series 2005-3 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2005-3 Interest Period;

(v)           fifth, on a pro rata basis, (x) to each Interest Rate Hedge Provider, in an amount equal to any remaining amounts due and owing to such Interest Rate Hedge Provider and (y) to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above and in the preceding clause (x)) to the Persons to whom such amounts are owed, in an amount equal to the Series 2005-3 Percentage as of the beginning of the Series 2005-3 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2005-3 Interest Period; and

(vi)          sixth, the balance, if any, shall be withdrawn from the Series 2005-3 Accrued Interest Account by the Trustee and (A) during the Series 2005-3 Revolving Period, deposited into the Series 2005-3 Excess Collection Account or (B) during the Series 2005-3 Rapid Amortization Period, deposited into the Series 2005-3 Collection Account and treated as Principal Collections.

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(i)            Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2005-3 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 3.3(h)(iv) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 3.3(h)(v) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from (I) the Class A Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (B) the Class A Percentage of an amount equal to the excess, if any, of (i) the Class A Percentage of 0.70% of the Series 2005-3 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-3 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class A Reserve Account under this Section 3.3(i)(I) in respect of fees and other amounts due and owing to the Trustee and (C) the Class A Percentage of such insufficiency and (II) the Class B Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to all other withdrawals therefrom pursuant to this Series Supplement on such Payment Date), (B) the Class B Percentage of an amount equal to the excess, if any, of (i) the Class B Percentage of 0.70% of the Series 2005-3 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-3 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class B Reserve Account under this Section 3.3(i)(II) in respect of fees and other amounts due and owing to the Trustee and (C) the Class B Percentage of such insufficiency.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and pay or reimburse itself.

(j)            Listing Information Requirement.  Until the Administrator shall give the Trustee written notice that the Class B-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-1 Note Rate for the next succeeding Series 2005-3 Interest Period, the number of days in such Series 2005-3 Interest Period, the Payment Date for such Series 2005-3 Interest Period and the amount of interest payable on the Class B-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-3 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-1 Noteholders will be published in a

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leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-1 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.  Until the Administrator shall give the Trustee written notice that the Class B-3 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-3 Note Rate for the next succeeding Series 2005-3 Interest Period, the number of days in such Series 2005-3 Interest Period, the Payment Date for such Series 2005-3 Interest Period and the amount of interest payable on the Class B-3 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-3 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-3 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-3 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-3 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-3 Note Rate.

(k)           Interest Payments during Series 2005-3 Interest Period.  On any Business Day during a Series 2005-3 Interest Period (each such day, an “Additional Payment Date”), the Administrator may instruct the Trustee in writing to withdraw from the Series 2005-3 Accrued Interest Account, and on such Additional Payment Date the Trustee, acting in accordance with such instructions, shall withdraw from the Series 2005-3 Accrued Interest Account, as directed in writing by the Administrator, all or a portion of the Class A Monthly Interest that will be due on the first Payment Date following such Additional Payment Date to the extent that such amount does not exceed the aggregate amount of Interest Collections processed since the preceding Payment Date and allocated to the Class A Noteholders (less any portion thereof previously paid to the Class A Noteholders during such period pursuant to this Section 3.3(k)) and shall deposit such amounts in the Series 2005-3 Distribution Account for payment to the Class A Noteholders on the Additional Payment Date pursuant to Section 3.4 in accordance with Section 6.1 of the Base Indenture.

Section 3.4.            Payment of Note Interest.

On each Payment Date and Additional Payment Date, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay to the Series 2005-3 Noteholders from the Series 2005-3 Distribution Account the amount deposited in the Series 2005-3 Distribution Account for the payment of interest pursuant to Section 3.3 of this Series Supplement.

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Section 3.5.            Payment of Note Principal.

(a)           Monthly Payments During Series 2005-3 Rapid Amortization Period. Commencing on the first Determination Date after the commencement of the Series 2005-3 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to the Series 2005-3 Notes of each Class during the Related Month pursuant to Section 3.2(c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account and deposited into the Series 2005-3 Distribution Account, (x) any amounts to be drawn on the Series 2005-3 Letters of Credit (and/or withdrawn from the Series 2005-3 Cash Collateral Accounts), (y) the amount of proceeds received in respect of a demand made under the Series 2005-3 Demand Note and (z) the amount of any demand on the Insurance Policy in accordance with the terms thereof.  On the Payment Date following each such Determination Date, the Trustee shall withdraw the amount allocated to the Series 2005-3 Notes of each Class during the Related Month pursuant to Section 3.2(c)(ii) of this Series Supplement, as the case may be, from the Series 2005-3 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2005-3 Demand Note received during the period from and excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2005-3 Distribution Account, which amount shall be paid (i) first, to the Class A Noteholders until the Class A Notes have been paid in full, (ii) second, once the Class A Notes have been paid in full, to the Class B Noteholders until the Class B Notes have been paid in full, (iii) third, once the Series 2005-3 Notes have been paid in full, to Ford all unpaid Ford Reimbursement Obligations and (iv) fourth, once all amounts due and owing to Ford under the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider to which amounts have been allocated.

(b)           [Reserved].

(c)           Principal Deficit Amount.  If the Principal Deficit Amount is greater than zero on any date, the Administrator shall promptly provide written notice thereof to the Insurer and the Trustee.  On each Payment Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2005-3 Distribution Account as follows:

(i)            (A)  Class B Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-3 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class B Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount and the Class B Liquidity Surplus on such Payment Date (after

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giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and any draws under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement) and (II) the lesser of (x) the excess, if any, of such Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to clause (I) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement) and (y) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-3 Distribution Account on such Payment Date.

(B)           Class A Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-3 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class A Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.5(c)(i)(A) of this Series Supplement) and the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement) and (II) the lesser of (x) such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.5(c)(i)(A) of this Series Supplement and any withdrawals from the Class A Reserve Account pursuant to clause (I) above) on such Payment Date and (y) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-3 Distribution Account on such Payment Date.

(ii)           Principal Draws on Series 2005-3 Letters of Credit.  If the Administrator determines on any Payment Date that the Principal Deficit Amount on such Payment Date, after giving effect to the distribution of amounts to be deposited in the Series 2005-3 Distribution Account in accordance with clause (i) of this Section 3.5(c) on such Payment Date, will be greater than zero (A) in the case of a Payment Date that is not a Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to draw on:

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(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit in an amount equal to the sum of (x) the least of (1) the Class B Liquidity Surplus (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings on the Class B Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II) of this Series Supplement), (2) the Series 2005-3 Lease Principal Payment Deficit, (3) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with clause (i) of this Section 3.5(c) and the amount, if any, paid by Hertz under the Series 2005-3 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (4) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II) of this Series Supplement) and (y) the least of (1) the excess, if any, of the Series 2005-3 Lease Principal Payment Deficit (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and Section 3.5(c)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement), (2) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with clause (i) of this Section 3.5(c), the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above and the amount, if any, paid by Hertz under the Series 2005-3 Demand Note in respect of such Principal Deficit Amount on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and Section 3.5(c)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement), and (3) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II)(X) of this Series Supplement and clause (x) above);

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with clause (i) of this Section 3.5(c), and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above and pursuant to Section 3.13(d)(X) of this Series Supplement, each on such Payment Date over the Class A Liquidity Surplus on such Payment

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Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and Section 3.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement), and (B) the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit in an amount equal to the least of (1) the excess, if any, of the Series 2005-3 Lease Principal Payment Deficit over the amounts drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date, (2) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 3.13(d)(X) of this Series Supplement on such Payment Date and the amount, if any, paid by Hertz under the Series 2005-3 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (3) the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(I)(X) of this Series Supplement);

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of (1) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 3.13(d)(X) of this Series Supplement and on the Class A Non-Ford Letters of Credit pursuant to clause (II)(X) above and pursuant to Section 2.12(d)(Y) of this Series Supplement, each on such Payment Date, and (2) the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement);

(B) in the case of the Three-Year Notes Legal Final Payment Date:

(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)   the Series 2005-3 Lease Principal Payment Deficit;

(2)   the amount, if any, by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement

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and any drawings under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3)   the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(II)(X) of this Series Supplement); and

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 3.5(c)(ii)(B)(I)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings

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made under the Class B Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(II)(X)  the Class A Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)   the excess, if any, of the Series 2005-3 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date;

(2)   the amount, if any, by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3)   the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(I)(X) of this Series Supplement); and

(Y)  the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 3.13(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of

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this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 3.5(c)(ii)(B)(II)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(C)           [reserved]

(D)          in the case of the Five-Year Notes Legal Final Payment Date:

(I)(X)  the Class B Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes Legal Final Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1)   the Series 2005-3 Lease Principal Payment Deficit; and

(2)   the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(II)(X) of this Series Supplement); and

(Y)  the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment Date

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exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement on the Business Day immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Class B Required Liquidity Amount on the earlier of (a) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (b) the Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(x) of this Section 3.5(c)(ii)(D)(I)(Y) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y);

(II)(X)  the Class A Non-Ford Letters of Credit, if any, to the extent that on the Five-Year Notes Legal Final Payment Date there exists a Series 2005-3 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1)   the excess, if any, of the Series 2005-3 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I) above; and

(2)   the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(I)(X) of this Series Supplement).

(Y)  the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement); and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Five-Year Notes Legal Final Payment Date

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exceeds the sum of the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Five-Year Notes Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 3.13(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Five-Year Notes Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (y) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(x) of this Section 3.5(c)(ii)(D)(II)(Y) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y).

Upon receipt of a notice by the Trustee from the Administrator in respect of a Principal Deficit Amount on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on:

(X) the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit;

95

(Y) the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date; provided, however, that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit; and

(II) (X) the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y) the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-3 Distribution Account on such Payment Date; provided, however, that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(iii)          Demand on Insurance Policy.  If the sum of the Class A Letter of Credit Amount, the Class A Available Reserve Account Amount, the Class B Letter of Credit Amount and the Class B Available Reserve Account Amount on any Payment Date on which the Class A Principal Deficit Amount will be greater than zero will be less than such Class A Principal Deficit Amount, the Trustee shall make a demand on the Insurance Policy by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date in an

96

amount equal to the Insured Principal Deficit Amount and shall cause the proceeds thereof to be deposited in the Series 2005-3 Distribution Account.

(d)           Legal Final Payment Dates.  (A)  The Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(a) of this Series Supplement with respect to the Three-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 3.5(c) of this Series Supplement on the Three-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A-1 Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Three-Year Notes Legal Final Payment Date, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the least of (i) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement), (ii) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 3.3(e)(II) and Section 3.5(c)(ii)(B)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (iii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the least of (i) the Class A Available Reserve Account Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement), (ii) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 3.3(e)(I) and Section 3.5(c)(ii)(B)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A-1 Principal Amount on the Three-Year Notes Legal Final Payment Date), and (iii) the excess of such insufficiency over the sum of (X) the Class B-1 Principal Amount, (Y) the Class B-2 Principal Amount and (Z) and the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) of this sentence, and deposit such withdrawn amounts in the Series 2005-3 Distribution Account on the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-3 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date. 

(B)           [reserved]

(C)           The Class A-2 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount shall be due and payable on the Five-Year

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Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2005-3 Distribution Account in accordance with Section 3.5(a) of this Series Supplement with respect to the Five-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 3.5(c) of this Series Supplement on the Five-Year Notes Legal Final Payment Date, in each case to pay principal of the Class A-2 Notes and the Class B Notes, is less than the sum of the Class A-2 Outstanding Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on the Five-Year Notes Legal Final Payment Date, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the lesser of (i) the Class B Available Reserve Account Amount, (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement), and (ii) such insufficiency and (II) the Class A Reserve Account, an amount equal to the lesser of (i) the Class A Available Reserve Account Amount, (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement), and (ii) the excess of such insufficiency over the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) above, and deposit such withdrawn amounts in the Series 2005-3 Distribution Account on the Five-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-3 Distribution Account on or prior to the Five-Year Notes Legal Final Payment Date.

(D)          If, after giving effect to any such deposits into the Series 2005-3 Distribution Account for payment of the Class A Notes, the amount to be deposited in the Series 2005-3 Distribution Account with respect to the Three-Year Notes Legal Final Payment Date or the Five-Year Notes Legal Final Payment Date, as the case may be, is or will be less than the Class A-1 Outstanding Principal Amount with respect to the Three-Year Notes Legal Final Payment Date, and the Class A-2 Outstanding Principal Amount with respect to the Five-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date and, upon receipt of such notice, the Trustee shall make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-3 Distribution Account.

(e)           Distribution.  On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 3.5(a) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, to the Class A Noteholders the amount deposited in the Series 2005-3 Distribution Account for the payment of principal of the Class A Notes held by such Class A Noteholders pursuant to Section 3.5(a) of this Series Supplement and any amounts deposited in the Series 2005-3 Distribution Account for the payment of principal of such Class A Notes pursuant to Section 3.5(c) of this Series Supplement and, to the extent necessary to pay the Class A-1 Outstanding Principal Amount on the Three-Year Notes Legal Final Payment Date or to

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pay the Class A-2 Outstanding Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in the Series 2005-3 Distribution Account pursuant to Section 3.5(d) of this Series Supplement, (ii) second, once all amounts due to such Class A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders the amount deposited in the Series 2005-3 Distribution Account for the payment of principal of the Class B Notes held by such Class B Noteholders pursuant to Section 3.5(a) of this Series Supplement and any amounts deposited in the Series 2005-3 Distribution Account for the payment of principal of such Class B Notes pursuant to Section 3.5(c) of this Series Supplement and, to the extent necessary to pay the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Three-Year Notes Legal Final Payment Date or to pay the Class B-3 Principal Amount and the Class B-4 Principal Amount on the Five-Year Notes Legal Final Payment Date, amounts deposited in the Series 2005-3 Distribution Account pursuant to Section 3.5(d) of this Series Supplement, (iii) third, once the Series 2005-3 Notes have been paid in full, to Ford the amounts deposited in the Series 2005-3 Distribution Account for the payment of all unpaid Ford Reimbursement Obligations pursuant to Section 3.5(a) of this Series Supplement and (iv) fourth, once all amounts due and owing to Ford pursuant to the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider the amounts deposited in the Series 2005-3 Distribution Account for the payment of all amounts due and owing to it under its Series 2005-3 Interest Rate Hedge.

(f)            Decreases.  (I)  On any Business Day on which (a) a Mandatory Decrease pursuant to Section 2.2(a) of this Series Supplement shall be declared, the Trustee shall withdraw from the Series 2005-3 Excess Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (x) the funds then allocated to the Series 2005-3 Excess Collection Account (including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or (c)(ii) of this Series Supplement and any amounts allocated by HVF to the Series 2005-3 Excess Collection Account pursuant to Section 3.2(e) of this Series Supplement) and, in each case, available for payment of such Mandatory Decrease pursuant to Section 3.2(f) of this Series Supplement and (y) the amount of such Mandatory Decrease, and distribute on a pro rata basis such amount to the Class A Noteholders as a payment of principal or (b) a Voluntary Decrease pursuant to Section 2.2(b) and 3.2(f) of this Series Supplement shall be declared, the Trustee shall distribute the amounts withdrawn from the Series 2005-3 Excess Collection Account and/or the Series 2005-3 Collection Account pursuant to Section 3.2(c) of this Series Supplement in connection with such Voluntary Decrease to the Class A Noteholders as a payment of principal.

(II)           (a)  On the Three-Year Notes Expected Final Payment Date, the Trustee shall withdraw from the Series 2005-3 Excess Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (x) the funds then allocated to the Series 2005-3 Excess Collection Account (including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or (c)(ii) of this Series Supplement and any amounts allocated by HVF to the Series 2005-3 Excess Collection Account pursuant to Section 3.2(e) of this Series Supplement) and, in each case, available for payment of

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principal of the Class A Notes and the Class B Notes pursuant to Section 3.2(f) of this Series Supplement and (y) the Class A-1 Year Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such date, and distribute such amount (I) to the Class A-1 Noteholders on a pro rata basis as payment of principal of the Class A-1 Notes until the Class A-1 Noteholders have been paid the Class A-1 Outstanding Principal Amount in full and (II) once the Class A-1 Noteholders have been paid the Class A-1 Outstanding Principal Amount in full, to the Class B Noteholders on a pro rata basis as a payment of principal of the Class B-1 Notes and the Class B-2 Notes until the Class B-1 Notes and the Class B-2 Notes have been paid in full and (b) on the Five-Year Notes Expected Final Payment Date, the Trustee shall withdraw from the Series 2005-3 Excess Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (x) the funds then allocated to the Series 2005-3 Excess Collection Account (including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or (c)(ii) of this Series Supplement and any amounts allocated by HVF to the Series 2005-3 Excess Collection Account pursuant to Section 3.2(e) of this Series Supplement) and, in each case, available for payment of the Class A Notes and the Class B Notes pursuant to Section 3.2(f) of this Series Supplement and (y) the Class A-2 Outstanding Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on such date, and distribute such amount (I) to the Class A Noteholders on a pro rata basis as payment of principal of the Class A-2 Notes until the Class A-2 Noteholders have been paid the Class A-2 Outstanding Principal Amount in full and (II) once the Class A-2 Noteholders have been paid the Class A-2 Outstanding Principal Amount in full, to the Class B Noteholders on a pro rata basis as a payment of principal of the Class B-3 Notes and the Class B-4 Notes until the Class B-3 Notes and the Class B-4 Notes have been paid in full.

Section 3.6.            Payment by Wire Transfer.

On each Payment Date, pursuant to Section 6.1 of the Base Indenture and Sections 3.4 and 3.5 hereof, the Trustee shall cause the amounts (to the extent received by the Trustee) set forth in Section 3.4 or 3.5 of this Series Supplement to be paid by wire transfer of immediately available funds released from the Series 2005-3 Distribution Account no later than 4:30 p.m. (New York City time) for credit to the account designated by the Series 2005-3 Noteholders.

Section 3.7.            The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.

If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2005-3 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2005-3 Series Account without such notice or instruction from the Administrator, provided that the Administrator or, in the case of any payment from a Series 2005-3 Series Account, the Insurer, upon request of the Trustee or the Insurer, promptly provides the Trustee with all information necessary to allow the Trustee to

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make such a payment or deposit.  When any payment or deposit hereunder or under any other Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on any Series 2005-3 Letters of Credit with respect to a Class of Series 2005-3 Notes required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Series 2005-3 Letters of Credit with respect to such Class of Series 2005-3 Notes without such instruction from the Administrator, provided that the Administrator or the Insurer (solely with respect to the Class A Letters of Credit), upon request of the Trustee or the Insurer (solely with respect to the Class A Letters of Credit), promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2005-3 Letter of Credit.

Section 3.8.            Class A Reserve Account.

(a)           Establishment of Class A Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider an account (the “Class A Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Reserve Account shall be an Eligible Deposit Account.  If the Class A Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Reserve Account is no longer an Eligible Deposit Account, establish a new Class A Reserve Account that is an Eligible Deposit Account.  If a new Class A Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Reserve Account into the new Class A Reserve Account.  Initially, the Class A Reserve Account will be established with the Trustee.

(b)           Administration of the Class A Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class A Reserve Account to invest funds on deposit in the Class A Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A Reserve Account), unless any Permitted Investment held in the Class A Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class A Reserve Account shall remain uninvested.

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(c)           Earnings from Class A Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class A Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)           Class A Reserve Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Reserve Account Collateral”).

(e)           Class A Reserve Account Surplus.  In the event that the Class A Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall withdraw from the Class A Reserve Account an amount equal to the Class A Reserve Account Surplus and (i) deposit in the Class B Reserve Account the lesser of (x) such Class A Reserve Account Surplus and (y) the excess, if any, of the Class B Required Reserve Account Amount as of such Payment Date over the Class B Available Reserve Account Amount as of such Payment Date, in each case as of such Payment Date, (ii) pay to Ford the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited pursuant to clause (i) above and (y) all unpaid Ford Reimbursement Obligations and (iii) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied, (A) pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited and/or paid pursuant to clauses (i) and (ii) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-3 Interest Rate Hedge and (B) pay to HVF any portion of such Class A Reserve Account Surplus remaining after any required deposit and/or payment pursuant to clauses (i) through (iii)(A) above.

(f)            Termination of Class A Reserve Account.  On or after the date on which the Series 2005-3 Notes are fully paid, the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-3 Interest

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Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, shall withdraw from the Class A Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 3.9.            Class A Letters of Credit and Class A Cash Collateral Accounts.

(a)           (I)  Class A Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Ford Cash Collateral Account Collateral”).

(II)           Class A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Non-Ford Cash Collateral

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 Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Non-Ford Cash Collateral Account Collateral”).

(b)           Class A Letter of Credit Expiration Date. If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding the amount available to be drawn under such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be equal to or greater than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount and (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-3 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i)  the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be less than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, or (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-3 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account

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any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date and (D) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-3 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding such Class A Non-Ford Letter of Credit but taking into account each substitute Class A Non-Ford Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the Class A Non-Ford Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class A Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the applicable Class A Cash Collateral Account.

(c)           Class A Letter of Credit Providers.  The Administrator shall notify the Trustee, Fitch and the Insurer in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class A Letter of Credit Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class A Downgrade Event with respect to any Class A Letter of Credit Provider, the Administrator shall notify the Trustee and the Insurer in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding the available amount under such Class A Letter of Credit, on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date and (D) if the Class A Downgrade Event affects a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-3

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Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class A Non-Ford Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class A Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursement to be deposited in a Class A Non-Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit.

(d)           Class A Preference Amount Demands on the Class A Non-Ford Letters of Credit.  If the Insurer notifies the Trustee in writing that the Insurer shall have made a payment under the Insurance Policy in respect of a Class A Preference Amount, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class A Preference Amount and (ii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider (with a copy to the Insurer) a draft accompanied by a Class A Certificate of Preference Payment Demand and shall cause the Class A LOC Preference Payment Disbursements to be paid to the Insurer; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class A Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class A Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee and the Insurer.  Prior to any draw on the Class A Non-Ford Letters of Credit or withdrawal from the Class A Non-Ford Cash Collateral Account pursuant to this Section 3.9(d), the Trustee shall have received a certified copy of the order requiring the return of such Class A Preference Amount.

(e)           (I)  Reductions in Stated Amounts of the Class A Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-1-1, requesting a reduction in the stated amount of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Ford Letter of Credit Provider who issued such Class A Ford Letter of Credit with a copy to Ford a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, and (iii) the Class B

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Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-1-2, requesting the replacement of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class A Ford Letter of Credit having a stated amount equal to the available amount of the Class A Ford Letter of Credit being replaced issued by a Class A Eligible Ford Letter of Credit Provider deliver to the Class A Letter of Credit Provider who issued the Class A Ford Letter of Credit being replaced a written notice in the form provided in such Class A Ford Letter of Credit confirming cancellation of such Class A Ford Letter of Credit and shall deliver such cancelled Class A Ford Letter of Credit to such Class A Letter of Credit Provider as soon as practicable.

(II)           Reductions in Stated Amounts of the Class A Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-2, requesting a reduction in the stated amount of any Class A Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Non-Ford Letter of Credit Provider who issued such Class A Non-Ford Letter of Credit a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iv) the Class A Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-3 Demand Note Payment Amount.

(f)            (I)  Draws on the Class A Ford Letters of Credit.  If there is more than one Class A Ford Letter of Credit on the date of any draw on the Class A Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.9(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Ford Letter of Credit Provider issuing such Class A Ford Letter of Credit of the amount of such draw on the Class A Ford Letters of Credit.

(II)           Draws on the Class A Non-Ford Letters of Credit.  If there is more than one Class A Non-Ford Letter of Credit on the date of any draw on the Class A Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.9(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Non-Ford Letter of Credit Provider issuing such Class A Non-Ford Letter of Credit of the amount of such draw on the Class A Non-Ford Letters of Credit.

(g)           (I)  Establishment of Class A Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Ford Letter of Credit pursuant to

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Section 3.9(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Ford Cash Collateral Account into the new Class A Ford Cash Collateral Account.

(II)           Establishment of Class A Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Non-Ford Letter of Credit pursuant to Section 3.9(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Non-Ford Cash Collateral Account into the new Class A Non-Ford Cash Collateral Account

(h)           Administration of the Class A Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class A Cash Collateral Account to invest funds on deposit in a Class A Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class A Cash Collateral Account), unless any Permitted Investment held in such Class A Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class A Cash Collateral Account shall remain uninvested.

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(i)            Earnings from Class A Cash Collateral Account.  All Class A Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)            Class A Cash Collateral Account Surplus.  (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 3.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X).  The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-3 Demand Note Payment Amount on such Payment Date.  Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.  (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

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(k)           Termination of Class A Cash Collateral Accounts.  (X)  On the earlier of the termination of this Series Supplement in accordance with Section 7.14 of this Series Supplement and the Five-Year Notes Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class A Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class A LOC Termination Disbursements deposited into the Class A Ford Cash Collateral Account pursuant to Section 3.9(b) or Section 3.9(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y) or Section 3.5(c)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 3.17 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class A Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class A Ford Cash Collateral Account..

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class A Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class A Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 3.9(d) above) and shall pay such amounts, first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, pro rata to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class A Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 3.10.          Series 2005-3 Distribution Account.

(a)           Establishment of Series 2005-3 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, the Series 2005-3 Interest Rate Hedge Provider and Ford an account (the “Series 2005-3 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, the Series 2005-3 Interest Rate Hedge Provider and Ford.  The Series 2005-3 Distribution Account shall be an Eligible Deposit Account.  If the Series 2005-3 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2005-3 Distribution Account is no longer an

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Eligible Deposit Account, establish a new Series 2005-3 Distribution Account that is an Eligible Deposit Account.  If a new Series 2005-3 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-3 Distribution Account into the new Series 2005-3 Distribution Account.  Initially, the Series 2005-3 Distribution Account will be established with the Trustee.

(b)           Administration of the Series 2005-3 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2005-3 Distribution Account in writing to invest funds on deposit in the Series 2005-3 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-3 Distribution Account), unless any Permitted Investment held in the Series 2005-3 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2005-3 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-3 Distribution Account shall remain uninvested.

(c)           Earnings from Series 2005-3 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-3 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)           Series 2005-3 Distribution Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2005-3 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-3 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-3 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-3 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i)

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through (vi) are referred to, collectively, as the “Series 2005-3 Distribution Account Collateral”).

Section 3.11.          Trustee as Securities Intermediary.

(a)           The Trustee or other Person holding the Series 2005-3 Collection Account, the Series 2005-3 Excess Collection Account, the Series 2005-3 Accrued Interest Account, the Class A Reserve Account, the Class B Reserve Account, the Series 2005-3 Cash Collateral Account or the Series 2005-3 Distribution Account (each a “Series 2005-3 Designated Account”) shall be the “Securities Intermediary”.  If the Securities Intermediary in respect of any Series 2005-3 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 3.11.

(b)           The Securities Intermediary agrees that:

(i)            The Series 2005-3 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited;

(ii)           All securities or other property underlying any Financial Assets credited to any Series 2005-3 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2005-3 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii)          All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2005-3 Designated Account;

(iv)          Each item of property (whether investment property, security, instrument or cash) credited to a Series 2005-3 Designated Account shall be treated as a Financial Asset;

(v)           If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2005-3 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

(vi)          The Series 2005-3 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2005-3 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the

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New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)         The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2005-3 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.11(b)(v) of this Series Supplement; and

(viii)        Except for the claims and interest of the Trustee and HVF in the Series 2005-3 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2005-3 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2005-3 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

(c)           The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2005-3 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2005-3 Designated Accounts.

Section 3.12.          Series 2005-3 Interest Rate Hedges.

(a)           On the Series 2005-3 Closing Date, HVF shall acquire one or more interest rate caps or swaps, in form and substance acceptable to the Insurer (each a “Series 2005-3 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider with funds available to it.  The aggregate initial notional amount of all Series 2005-3 Interest Rate Hedges shall equal the sum of the Class B-1 Principal Amount and the Class B-3 Principal Amount on the Series 2005-3 Closing Date, and, thereafter, the aggregate notional amount of all Series 2005-3 Interest Rate Hedges may be reduced pursuant to the related Series 2005-3 Interest Rate Hedge but shall not at any time be less than the sum of the Class B-1 Principal Amount and the Class B-3 Principal Amount.  The strike rate of each Series 2005-3 Interest Rate Hedge in the form of a cap shall not be greater than 4.87%.  The fixed rate of each Series 2005-3 Interest Rate Hedge in the form of a swap shall not be greater than 4.87%.  HVF shall satisfy the Series 2005-3 Rating Agency Condition and, so long as the Class A Notes have not been paid in full and retired, obtain the consent of the Insurer (such consent not to be unreasonably withheld or delayed) in connection with its acquisition of any Series 2005-3 Interest Rate Hedge.  The Series 2005-3 Interest Rate Hedge must provide that (i) no payments from the Series 2005-3

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Hedge Provider to HVF shall be conditioned upon payment of amounts (other than the Monthly Hedge Payment) due to such Series 2005-3 Interest Rate Hedge Provider from HVF, to the extent that any such non-payment resulted only from the Fleet Equity Condition failing to be satisfied, (ii) the Series 2005-3 Interest Rate Hedge Provider shall provide to the Insurer a copy of any notice of payment default delivered to HVF, simultaneously with delivery of such notice to HVF and (iii) in the event that HVF shall fail to pay any amounts due to the Series 2005-3 Hedge Provider under such Series 2005-3 Interest Rate Hedge, the Insurer shall have the right to make any such payment on behalf of HVF.  For so long as an Interest Rate Hedge Provider is not in default under its Series 2005-3 Interest Rate Hedge, and such Series 2005-3 Interest Rate Hedge continues to be in effect, such Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-3 Notes for all purposes under the Indenture and the other Related Documents, and each Series 2005-3 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party shall constitute an “Enhancement Agreement” with respect to the Series 2005-3 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to each such Interest Rate Hedge Provider pursuant to this Series Supplement.

(b)           If, at any time, an Interest Rate Hedge Provider is not an Eligible Interest Rate Hedge Provider, then HVF shall cause such Interest Rate Hedge Provider within 30 days following such occurrence, at such Interest Rate Hedge Provider’s expense, to do one of the following:  (i) obtain a replacement interest rate cap or swap on the same terms as the Series 2005-3 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party (or with such modifications as are acceptable to the Rating Agencies and the Insurer) from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement HVF shall terminate the Series 2005-3 Interest Rate Hedge being replaced, (ii) obtain a guaranty from, or contingent agreement of (in each case, in form and substance acceptable to the Insurer), another person who qualifies as an Eligible Interest Rate Hedge Provider to honor such Interest Rate Hedge Provider’s obligations under its Series 2005-3 Interest Rate Hedge in accordance with its terms and written confirmation from Standard & Poor’s and Moody’s that the substantive terms of the guaranty agreement are sufficient to maintain or restore the immediately prior Shadow Rating, (iii) post collateral pursuant to and in accordance with its Series 2005-3 Interest Rate Hedge, or (iv) enter into any arrangement satisfactory to Standard & Poor’s,  Moody’s and, so long as the Class A Notes are Outstanding, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, shall not be unreasonably withheld or delayed, which is sufficient to maintain or restore the immediately prior Shadow Rating.  If HVF is unable to cause such Interest Rate Hedge Provider to take any of the actions described in clauses (i), (ii), (iii) or (iv) of the preceding sentence after making commercially reasonable efforts, (I) HVF will obtain a replacement Series 2005-3 Interest Rate Hedge at the expense of the replaced Interest Rate Hedge Provider or, if the replaced Interest Rate Hedge Provider fails to make such payment, at the expense of HVF (in which event, such amount will be considered Carrying Charges and paid solely from Interest Collections available pursuant to

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Section 3.3(h) of this Series Supplement) and (II) to the extent that HVF does not obtain a replacement Series 2005-3 Interest Rate Hedge, the Insurer shall be deemed to have been materially and adversely effected. HVF must cause each Series 2005-3 Interest Rate Hedge to provide that if the Interest Rate Hedge Provider is required to take any of the actions described in clauses (i), (ii), or (iv) above and such action is not taken within 30 days, then the Interest Rate Hedge Provider must, until a replacement Series 2005-3 Interest Rate Hedge is executed and in effect, collateralize its obligations as required under clause (iii) above.  Each Series 2005-3 Noteholder by its acceptance of a Series 2005-3 Note hereby acknowledges and agrees, and directs the Trustee to acknowledge and agree, and the Trustee, at such direction, hereby acknowledges and agrees, that any collateral posted by an Interest Rate Hedge Provider pursuant to clause (iii) above (A) is collateral solely for the obligations of such Interest Rate Hedge Provider under its Series 2005-3 Interest Rate Hedge, (B) does not constitute collateral for the Series 2005-3 Notes (provided that in order to secure and provide for the payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF has pledged each Series 2005-3 Interest Rate Hedge and its security interest in any collateral posted in connection therewith as collateral for the Series 2005-3 Notes), and (C) will in no event be available to satisfy any obligations of HVF hereunder or otherwise unless and until such Interest Rate Hedge Provider defaults in its obligations under its Series 2005-3 Interest Rate Hedge and such collateral is applied in accordance with the terms of such Series 2005-3 Interest Rate Hedge to satisfy such defaulted obligations of such Interest Rate Hedge Provider.

(c)           If the long-term senior unsecured debt rating of an Interest Rate Hedge Provider, or the Person that guarantees all of the Interest Rate Hedge Provider’s obligations under its Series 2005-3 Interest Rate Hedge, is withdrawn or falls to or below “Baa1” by Moody’s or to or below “BBB+” by Standard & Poor’s, then the Insurer may terminate such Interest Rate Hedge Provider’s Series 2005-3 Interest Rate Hedge if, after 10 Business Days after the occurrence of such rating withdrawal or fall, the Interest Rate Hedge Provider has not, at its own expense, (i) obtained a replacement interest rate swap or cap on the same terms as the Series 2005-3 Interest Rate Hedge (or with such modifications as are acceptable to the Rating Agencies and the Insurer) provided by such Interest Rate Hedge Provider from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement terminated the Series 2005-3 Interest Rate Hedge being replaced or (ii) entered into any arrangement satisfactory to S&P, Moody’s and, so long as the Class A Notes have not been paid in full and retired, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, will not have been unreasonably withheld or delayed, which was sufficient to maintain or restore the immediately prior Shadow Rating.

(d)           To secure payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders and the Insurer , all of HVF’s right, title and interest, whether now or hereafter existing or acquired, in the Series 2005-3 Interest Rate Hedges and all proceeds thereof.  HVF shall require all proceeds of the Series 2005-3 Interest Rate Hedges to be paid, and the Trustee shall allocate, all proceeds of the Series 2005-3 Interest Rate

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Hedges to the Series 2005-3 Accrued Interest Account or the Series 2005-3 Collection Account.

Section 3.13.          Series 2005-3 Demand Note Constitutes Additional Collateral for Series 2005-3 Notes.

(a)           In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2005-3 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2005-3 Demand Note; and (iii) all proceeds of any and all of the foregoing, including, without limitation, cash.  On the date hereof, HVF shall deliver to the Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford  and each Interest Rate Hedge Provider, the Series 2005-3 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2005-3 Noteholders, the Insurer, Ford  and each Interest Rate Hedge Provider, shall be the only Person authorized to make a demand for payment on the Series 2005-3 Demand Note.

(b)           Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2005-3 Demand Note or forgive amounts payable thereunder so that the outstanding principal amount of the Series 2005-3 Demand Note after such reduction or forgiveness is less than the sum of the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit Liquidity Amount.  HVF shall not agree, to any amendment of the Series 2005-3 Demand Note without first satisfying the Series 2005-3 Rating Agency Condition.

(c)           HVF agrees that on the Series 2005-3 Closing Date it will have capitalization in an amount equal to or greater than 4.17% of the sum of (i) the outstanding principal amount of the Series 2004-1 Rental Car Asset Backed Notes, (ii) the maximum outstanding principal amount of the Series 2005-3 Notes, (iii) the outstanding principal amount of the Series 2005-1 Notes, (iv) the outstanding principal amount of the Series 2005-2 Notes and (v) the maximum outstanding principal amount of the Series 2005-4 Notes.

(d)           Upon the occurrence and during the continuance of an Amortization Event with respect to the Series 2005-3 Notes, the Trustee may and, at the written direction of the Insurer or the Series 2005-3 Noteholders holding more than 50% of the Controlling Class shall, make one or more demands (each a “Demand Notice”) on Hertz for payment under the Series 2005-3 Demand Note, in each case, in an amount equal to the lesser of (i) the principal amount of the Series 2005-3 Demand Note and (ii) on any Business Day (A) prior to the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the amount of any Principal Deficit Amount on such date, (B) on or after the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date but prior to the second Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the greater of (x)

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the Principal Deficit Amount on such date and (y) the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount (on or prior to the Three-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts on account of principal that will be available to be distributed to the Class A Noteholders (other than under the Insurance Policy) and the Class B-1 Noteholders and the Class B-2 Noteholders in accordance with this Series Supplement on the Three-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 3.5(d) of this Series Supplement)), and (C) on or after the second Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the Class A-2 Principal Amount (on or prior to the Five-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts that will be available to be distributed to the Class A-2 Noteholders (other than under the Insurance Policy), the Class B-3 Noteholders and the Class B-4 Noteholders in accordance with this Series Supplement on the Five-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 3.5(d) of this Series Supplement)).  The Trustee shall cause the proceeds of any demand on the Series 2005-3 Demand Note to be deposited into the Series 2005-3 Distribution Account, and such proceeds shall be treated as Principal Collections for all purposes hereunder.  If (i) the Trustee shall have made such a Demand Notice and Hertz shall have failed to pay to the Trustee or deposit into the Series 2005-3 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (ii) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on:

(X)  the Class B Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of:  (A) the amount that Hertz failed to pay under the Series 2005-3 Demand Note (or the amount that the Trustee failed to demand for payment thereunder);

(B)           the Class B Non-Ford Letter of Credit Amount on such Business Day; and

(C)           on any Business Day:

(i)            other than the Business Day immediately preceding a Legal Final Payment Date, the Principal Deficit Amount on such Business Day;

(ii)           on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day and (y) the lesser of (1) the amount by which the Class B Liquidity

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Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings to be made under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)          [reserved]

(iv)          on the Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class-2 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal  Amount on such Business Day and (y) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the

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Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand Note Demand; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class B Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y) the Class A Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of:

(A)          the excess of the amount that Hertz failed to pay under the Series 2005-3 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(B)           the Class A Non-Ford Letter of Credit Amount on such Business Day; and

(C)           on any Business Day:

(i)            other than the Business Day immediately preceding a Legal Final Payment Date, the excess of the Principal Deficit Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(ii)           on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-1 Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to

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Section 3.3(e)(I) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)          [reserved]

(iv)          on the Business Day immediately preceding the Five-Year Notes Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A-2 Principal Amount, the Class B-3 Principal Amount and the Class B-4 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-3 Lease Interest Payment Deficit (other than any Series 2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Five-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Five-Year Notes Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Five-Year Notes Legal Final Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Five-Year Notes Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series

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2005-3 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand Note Demand; provided, however that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-3 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class A Non-Ford Cash Collateral Account and any draw on the Class B Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class B Non-Ford Cash Collateral Account, into the Series 2005-3 Collection Account and such proceeds shall be treated as Principal Collections for the Related Month.

Section 3.14.          Class B Reserve Account.

(a)           Establishment of Class B Reserve Account.  On or prior to the first Series 2005-3 Class B Notes Closing Date, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider an account (the “Class B Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Reserve Account shall be an Eligible Deposit Account.  If the Class B Reserve Account is at any time following such initial Series 2005-3 Class B Notes Closing Date no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Reserve Account is no longer an Eligible Deposit Account, establish a new Class B Reserve Account that is an Eligible Deposit Account.  If a new Class B Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Reserve Account into the new Class B Reserve Account.  Initially, the Class B Reserve Account will be established with the Trustee.

(b)           Administration of the Class B Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class B Reserve Account to invest funds on deposit in the Class B Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Reserve Account), unless any Permitted Investment held in the Class B Reserve Account is held with the

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Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class B Reserve Account shall remain uninvested.

(c)           Earnings from Class B Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class B Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)           Class B Reserve Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Reserve Account Collateral”).

(e)           Class B Reserve Account Surplus.  In the event that the Class B Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account an amount equal to the Class B Reserve Account Surplus and (i) pay to Ford, the lesser of (x) such Class B Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied,  (A)  pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class B Reserve Account Surplus over the amounts paid pursuant to clause (i) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-3 Interest Rate Hedge and (B) pay to HVF any portion of such Class B Reserve Account Surplus remaining after any required payments pursuant to clauses (i) and (ii)(A) above.

(f)            Termination of Class B Reserve Account.  On or after the date on which the Class B Notes are fully paid, each Interest Rate Hedge Provider has been paid

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all amounts due and owing to it from HVF under its Series 2005-3 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition be satisfied, all remaining amounts on deposit therein for payment to HVF.

Section 3.15.          Class B Letters of Credit and Class B Cash Collateral Account.

(a)           (I)  Class B Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Ford Cash Collateral Account Collateral”).

(II)           Class B Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-3 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-3 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Non-Ford Cash Collateral Account, the funds on

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deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Non-Ford Cash Collateral Account Collateral”).

(b)           Class B Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding the amount available to be drawn under such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class B Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount, (iii) the Class B Liquidity Amount would be equal to or greater than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-3 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount , (iii) the Class B Adjusted Liquidity Amount would be less than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-3 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the

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Class B Adjusted Liquidity Amount, excluding such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-3 Demand Note Payment Amount over the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount, excluding such Class B Non-Ford Letter of Credit but taking into account each substitute Class B Non-Ford Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date and (y) the amount available to be drawn on such expiring Class B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the applicable Class B Cash Collateral Account.

(c)           Class B Letter of Credit Providers.  The Administrator shall notify the Trustee and Fitch in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class B Letter of Credit Provider, a “Class B Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class B Downgrade Event with respect to any Class B Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding the available amount

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under such Class B Letter of Credit, on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-3 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount over the Class B Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class B Non-Ford Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class B Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursement to be deposited in a Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.

(d)           Class B Preference Amount Demands on the Class B Letters of Credit.  If a Class B Noteholder notifies the Trustee in writing that a Class B Preference Amount is due and owing, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class B Preference Amount and (ii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Preference Payment Demand and shall cause the Class B LOC Preference Payment Disbursements to be paid to the Class B Noteholders; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class B Non-Ford Cash Collateral Percentage and  (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class B Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee.  Prior to any draw on the Class B Non-Ford Letters of Credit or withdrawal from the Class B Non-Ford Cash Collateral Account pursuant to this Section 3.15(d), the Trustee shall have received a certified copy of the order requiring the return of such Class B Preference Amount.

(e)           (I)  Reductions in Stated Amounts of the Class B Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-3-1, requesting a reduction in the stated amount of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Ford Letter of Credit Provider who issued such Class B Ford Letter of Credit with a copy to Ford a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the

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Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-3-2, requesting the replacement of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class B Ford Letter of Credit having a stated amount equal to the available amount of the Class B Ford Letter of Credit being replaced issued by a Class B Eligible Ford Letter of Credit Provider deliver to the Class B Letter of Credit Provider who issued the Class B Ford Letter of Credit being replaced a written notice in the form provided in such Class B Ford Letter of Credit confirming cancellation of such Class B Ford Letter of Credit and shall deliver such cancelled Class B Ford Letter of Credit to such Class B Letter of Credit Provider as soon as practicable.

(II)           Reductions in Stated Amounts of the Class B Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-4, requesting a reduction in the stated amount of any Class B Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Non-Ford Letter of Credit Provider who issued such Class B Non-Ford Letter of Credit a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount and (iv) the Class B Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-3 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount.

(f)            (I)  Draws on the Class B Ford Letters of Credit.  If there is more than one Class B Ford Letter of Credit on the date of any draw on the Class B Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.15(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Ford Letter of Credit Provider issuing such Class B Ford Letter of Credit of the amount of such draw on the Class B Ford Letters of Credit.

(II)           Draws on the Class B Non-Ford Letters of Credit.  If there is more than one Class B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.15(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.

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(g)           (I)  Establishment of Class B Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Ford Letter of Credit pursuant to Section 3.15(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Ford Cash Collateral Account into the new Class B Ford Cash Collateral Account.

(II)           Establishment of Class B Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Non-Ford Letter of Credit pursuant to Section 3.15(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-3 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Non-Ford Cash Collateral Account into the new Class B Non-Ford Cash Collateral Account.

(h)           Administration of the Class B Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class B Cash Collateral Account to invest funds on deposit in a Class B Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class B Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Cash Collateral Account), unless any Permitted Investment held in the Class B Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of

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such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class B Cash Collateral Account shall remain uninvested.

(i)            Earnings from Class B Cash Collateral Account.  All Class B Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)            Class B Cash Collateral Account Surplus.  (X) In the event that the Class B Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 3.15(j)(X), withdraw the amount specified by the Administrator from the Class B Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.15(j)(X).  The amount of any such withdrawal from the Class B Ford Cash Collateral Account shall be limited to the lesser of (a) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class B Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class B Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class B Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the excess, if any, of the Series 2005-3 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date.  Any amounts withdrawn from the Class B Ford Cash Collateral Account pursuant to this Section 3.15(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class B Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class B Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers in respect of the Class B Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class B Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amount.  (Y) Irrespective of whether there is a Class B Cash Collateral Account Surplus, in the event that the Class B Ford Cash Collateral Account has been established pursuant to Section 3.15(g)(I) of this Series Supplement, the proceeds of one or more Class B LOC Termination Disbursements have been deposited therein pursuant to Section 3.15(b) or Section 3.15(c) of this Series Supplement and Ford delivers to the Trustee a Class B Ford Letter of Credit from a Class B Eligible Ford Letter of Credit Provider, the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator

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shall withdraw from the Class B Ford Cash Collateral Account an amount equal to the stated amount of such Class B Ford Letter of Credit and pay such amount to Ford.

(k)           Termination of Class B Cash Collateral Account.  On the earlier of the termination of this Series Supplement in accordance with Section 7.14 and the Five-Year Notes Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class B LOC Termination Disbursements deposited into the Class B Ford Cash Collateral Account pursuant to Section 3.15(b) or Section 3.15(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 3.3(e)(II)(Y) or Section 3.5(c)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 3.17 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class B Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class B Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-3 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class B Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class B Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 3.15(d) above) and shall pay such amounts, first, to Ford, to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, pro rata to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class B Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 3.16.          Subordination of Class B Notes.

Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class B Notes will be subordinate in all respects to the Class A Notes.  No payments on account of interest or principal with respect to the Class B Notes shall be made on any Payment Date until all payments of interest and principal then due and payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all interest accrued on such accrued interest, all Class A Deficiency Amounts and all Mandatory Decreases) have been paid in full and all Insurer

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Fees and Insurer Reimbursement Amounts due on such Payment Date have been paid in full.

The Class B Noteholders shall not be entitled to receive the benefit of amounts (i) available under any Class A Letter of Credit, (ii) on deposit in a Class A Cash Collateral Account and (iii) on deposit in the Class A Reserve Account, in each case until the Class A Notes have been paid in full.

Section 3.17.          Reimbursement Obligation.  (a)  HVF agrees to pay to Ford, in accordance with, and solely to the extent of funds available therefore under, the Indenture:

(i)            on and after each date on which a Series 2005-3 Ford Letter of Credit Provider shall pay any Ford LOC Disbursement under a Series 2005-3 Ford Letter of Credit, an amount equal to such Ford LOC Disbursement;

(ii)           on and after each date on which any amount is withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y) or Section 3.5(c)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal; and

(iii)          on and after each date on which any amount is withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 3.3(e)(II)(Y) or Section 3.5(c)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal.

(b)           Notwithstanding the foregoing, prior to the earlier of (i) the Five-Year Notes Legal Final Payment Date and (ii) the termination of this Series Supplement in accordance with Section 7.14 of this Series Supplement, any amount payable by HVF to Ford pursuant to Section 3.17(A)(ii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class A Ford Cash Collateral Account and any amount payable by HVF to Ford pursuant to Section 3.17(A)(iii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class B Ford Cash Collateral Account.

(c)           HVF agrees that Ford shall be deemed a “Secured Party” under the Base Indenture and the Related Documents to the extent of Ford Reimbursement Obligations payable by HVF to Ford.  Ford Reimbursement Obligations shall be absolute, unconditional and irrevocable, and shall be paid under all circumstances, including, without limitation, the following circumstances:

(i)            any lack of validity or enforceability of this Series Supplement, the Indenture, any Related Document or any Series 2005-3 Ford Letter of Credit;

(ii)           the existence of any claim, set-off, defense or other right which HVF may have at any time against Ford, the Trustee or any other beneficiary or any transferee of any Series 2005-3 Ford Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such

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transferee may be acting), whether in connection with this Series Supplement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(iii)          any statement or any other document presented under any Series 2005-3 Ford Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)          any statement or any other document presented under any Series 2005-3 Ford Letter of Credit proving to be insufficient in any respect;

(v)           payment by a Series 2005-3 Ford Letter of Credit Provider under a Series 2005-3 Ford Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Series 2005-3 Ford Letter of Credit;

(vi)          any non-application or misapplication by the Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the Class A Ford Cash Collateral Account or the Class Ford B Cash Collateral Account; or

(vii)         any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, HVF.

ARTICLE IV

AMORTIZATION EVENTS

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2005-3 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2005-3 Notes:

(a)           HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2005-3 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(b)           HVF defaults in the payment of any principal of the Series 2005-3 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)           a Class Enhancement Deficiency shall occur and continue for at least three (3) Business Days;

(d)           a Class Liquidity Deficiency shall occur and continue for at least three (3) Business Days;

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(e)           (i) all principal of and interest on the Class A-1 Notes, the Class B-1 Notes and the Class B-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, or (ii) all principal of and interest on the Class A-2 Notes, the Class B-3 Notes and the Class B-4 Notes is not paid in full on or before the Five-Year Notes Expected Final Payment Date;

(f)            the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2005-3 Required Asset Amount for at least three (3) Business Days;

(g)           the Insured Principal Deficit Amount shall be greater than zero;

(h)           the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2005-3 Excess Collection Account or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Class Enhancement Amount or the Class Liquidity Amount, to the extent applicable;

(i)            the Trustee shall make a demand for payment under the Insurance Policy;

(j)            the occurrence of an Event of Bankruptcy with respect to the Insurer;

(k)           the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy;

(l)            (i) with respect to the Three-Year Notes, in the event that One-Month LIBOR exceeds 7.75%, HVF shall fail to obtain, within 30 days of such an occurrence, one or more Series 2005-3 Interest Rate Hedges from one or more Eligible Interest Rate Hedge Providers in an aggregate initial notional amount equal to the aggregate Principal Amount of the Three Year Notes, each with a strike rate equal to no more than 8.75% or (ii) with respect to the Five-Year Notes, in the event that One-Month LIBOR exceeds 8.25%, HVF shall fail to obtain, within 30 days of such an occurrence, one or more Series 2005-3 Interest Rate Hedges from one or more Eligible Interest Rate Hedge Provider in an aggregate initial notional amount equal to the aggregate Principal Amount of the Five Year Notes, each with a strike rate equal to no more than 9.25%;

(m)          the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2005-3 Collateral (other than the Initial Hertz Vehicles and the Service Vehicles) or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

(n)           the occurrence of a Servicer Event of Default;

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(o)           HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2005-3 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2005-3 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2005-3 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-3 Notes; or

(p)           any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2005-3 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-3 Notes.

In the case of

(i)            any event described in clauses (a) through (m) above, an Amortization Event with respect to the Series 2005-3 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2005-3 Noteholder or

(ii)           any event described in clauses (n) through (p) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2005-3 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2005-3 Notes has occurred as of the date of the notice.

Amortization Events with respect to the Series 2005-3 Notes described in clauses (j) and (k) above will not be subject to waiver.  An Amortization Event with respect to the Series 2005-3 Notes described in clauses (a) through (i) and clauses (l) through (p) above will be subject to waiver in accordance with Section 9.4 of the Base Indenture.

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2005-3 Notes described in clause (m) above shall be curable at any time.

ARTICLE V

RESERVED

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ARTICLE VI

FORM OF SERIES 2005-3 NOTES

Section 6.1.            Issuance of Class A Notes.  The Class A Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1 hereto, and will be sold to the Class A Noteholders pursuant to and in accordance with the Class A Note Purchase Agreement and shall be duly executed by HVF and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.  Other than in accordance with this Series Supplement and the Class A Note Purchase Agreement, the Class A Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Class A Noteholders.  The Class A Notes shall bear a face amount equal to up to the Class A Maximum Principal Amount as of the Series 2005-3 Closing Date, and shall be initially issued in a principal amount equal to the Class A Initial Principal Amount.  The Trustee shall, or shall cause the Registrar, to record any Increases or Decreases with respect to the Class A Principal Amount such that the principal amount of the Class A Notes that are outstanding accurately reflects all such Increases and Decreases.

The Class A Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Class A Notes, as evidenced by their execution of the Class A Notes.  The Class A Notes may be produced in any manner, all as determined by the officers executing such Class A Notes, as evidenced by their execution of such Class A Notes. The initial sale of the Class A Notes is limited to Persons who have executed the Class A Note Purchase Agreement.

Section 6.2.            Issuance of Class B Notes.  The Class B Notes may be offered and sold on any Series 2005-3 Class B Notes Closing Date by HVF pursuant to a Class B Purchase Agreement.  The Class B Notes will be resold initially only (A) to qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Class B Notes may thereafter be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Class B Notes will be Book-Entry Notes and DTC will be the Depository for the Class B Notes.  The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class B Notes.

(a)           Restricted Global Notes.  Each Class of the Class B Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-2-1, A-3-1, A-4-1, A-5-1, A-6-1, and A-7-1 respectively, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as

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custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

(b)           Regulation S Global Notes and Unrestricted Global Notes.  Any Class B Notes offered and sold on a Series 2005-3 Class B Notes Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-2-2, A-3-2, A-4-2, A-5-2, A-6-2 and A-7-2, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated with respect to any Class B Note, such Class B Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated, such Class B Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth in Exhibits A-2-3, A-3-3, A-4-3, A-5-3, A-6-3 and A-7-3, as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

Section 6.3.            Transfer of Class A Notes.

(a)           Subject to the terms of the Indenture and the Class A Note Purchase Agreement, the holder of any Class A Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Class A Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5(a) of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to HVF and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit F-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) an Assignment and Assumption Agreement substantially in the form of Exhibit B to a Class A Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to a Class A Note Purchase Agreement, then such Class A Noteholder will not be required to submit a certificate substantially in the form of Exhibit F-1 hereto upon transfer of its interest in such Class A Note.  In exchange for any Class A Note properly presented for transfer, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Class A Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Class A

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Note in part, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Class A Notes for the aggregate principal amount that was not transferred.  No transfer of any Class A Note shall be made unless the request for such transfer is made by the Class A Noteholder at such office.  Neither HVF nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Class A Notes, the Trustee shall recognize the Holders of such Class A Note as Class A Noteholders.

(b)           Each Class A Note shall bear the following legend:

THIS CLASS A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES OR “BLUE SKY” LAWS.  THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF HVF THAT SUCH CLASS A NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (C), TO REQUIRE THE DELIVERY TO IT OF A PURCHASER’S LETTER IN THE FORM OF EXHIBIT F-1 TO THE SERIES 2005-3 SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH PURCHASER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

The required legends set forth above shall not be removed from the Class A Notes except as provided herein.

Section 6.4.            Transfer of Class B Notes.

(a)           A Series 2005-3 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 6.4(a) shall not prohibit any transfer of a Class B Note that is issued in exchange for a Series 2005-3 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of

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a beneficial interest in a Series 2005-3 Global Note effected in accordance with the other provisions of this Section 6.4.

(b)           The transfer by a Class B Noteholder holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)           If a Class B Noteholder holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-2 given by the Class B Noteholder holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)           If a Class B Noteholder holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.4(d).  Upon receipt

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by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-3 given by the Class B Noteholder holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)           If a Class B Noteholder holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-4 given by such Class B Noteholder holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the

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account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)            In the event that a Series 2005-3 Global Note or any portion thereof is exchanged for Class B Notes other than Series 2005-3 Global Notes, such other Class B Notes may in turn be exchanged (upon transfer or otherwise) for Class B Notes that are not Series 2005-3 Global Notes or for a beneficial interest in a Series 2005-3 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 6.4(a) through Section 6.4(e) and Section 6.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2005-3 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

(g)           Until the termination of the Restricted Period with respect to any Class B Note, interests in the Regulation S Global Notes representing such Class B Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 6.4(g) shall not prohibit any transfer in accordance with Section 6.4(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)           The Class B Notes shall bear the following legends to the extent indicated:

(i)            The Restricted Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER

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AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii)           The Regulation S Global Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii)          The Series 2005-3 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(iv)          The required legends set forth above shall not be removed from the applicable Class B Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Class B Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Class B Note or Class B Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Class B Note as provided above, no other Class B Note issued in exchange for all or any part of such Class B Note shall bear such legend, unless HVF has reasonable cause to believe that such other Class B Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

ARTICLE VII

GENERAL

Section 7.1.            Optional Redemption of Class A Notes.  The Class A Notes shall be subject to repurchase (in whole) by HVF at its option, upon three (3) Business Days’ prior written notice to the Trustee, in accordance with Section 6.1 of the Base Indenture at any time; provided, however, that, as a condition precedent to any repurchase, on or prior to the date on which any Class A Note is repurchased by HVF pursuant to this Section 7.1, HVF (i) shall pay the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts, (ii) shall pay to each Interest Rate Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider under its related Series 2005-3 Interest Rate Hedge and (iii) shall pay to Ford all unpaid Ford Reimbursement Obligations, in each case as of the Payment Date fixed for redemption.  The repurchase price for any Class A Note (in each case, the “Class A Repurchase Amount”) shall equal the sum of (a) the aggregate outstanding principal balance 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 Section 7.1), plus (b) (i) with respect to the portion of such principal balance which was funded with Class A

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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 purchase under this Section 7.1 and the aggregate discount to accrue on such Class A Commercial Paper from the date of purchase under this Section 7.1 to the maturity date of such Class A Commercial Paper, or (ii) with respect to the portion of such principal balance which was funded with Class A Commercial Paper that was not issued at a discount, all accrued and unpaid interest on such Class A Commercial Paper from the issuance date(s) thereof to the date of purchase under this Section 7.1 (and any breakage costs associated with the prepayment of such interest-bearing Class A Commercial Paper), or (iii) with respect to the portion of such principal balance which was funded other than with Class A Commercial Paper, all accrued and unpaid interest on such principal balance through the date of purchase under this Section 7.1, plus (c) any other amounts then due and payable to the holders of such Series 2005-3 Notes pursuant hereto and pursuant to the Class A Note Purchase Agreements.

Section 7.2.            Optional Redemption of Class B Notes.  (a)  HVF may, at its option, redeem any Class of Class B Notes as a whole on any Payment Date on which the Class B-1 Principal Amount, the Class B-2 Principal Amount, the Class B-3 Principal Amount or the Class B-4 Principal Amount as the case may be, is equal to or less than 10% of the Initial Class B-1 Principal Amount, the Initial Class B-2 Principal Amount, the Initial Class B-3 Principal Amount or the Initial Class B-4 Principal Amount, as the case may be, with funds deposited in the Series 2005-3 Distribution Account pursuant to Section 3.2 of this Series Supplement, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon; provided, however, as a condition precedent to any redemption, HVF shall pay to the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts due and payable, to each Interest Rate Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider under its related Series 2005-3 Interest Rate Hedge and to Ford, all unpaid Ford Reimbursement Obligations.

(b)           If HVF elects to redeem any Class of the Class B Notes pursuant to the provisions of Section 7.2, it shall notify the Trustee in writing at least 30 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the Class B Notes subject to redemption and (iii) the principal amount of the Class B Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Class B Noteholders of the Class B Notes to be redeemed.  Such notice shall be given not less than ten (10) days prior to the intended date of redemption.

Section 7.3.            Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2005-3 Notes, substantially in the form of Exhibit G, setting forth, inter alia, the following information:

(i)            the total amount available to be distributed to Series 2005-3 Noteholders on such Payment Date;

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(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2005-3 Notes;

(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2005-3 Notes;

(iv)          the Class A Three Year Percentage and the Class A Five Year Percentage;

(v)           the Series 2005-3 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(vi)          the Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B Liquidity Amount and the Class B Adjusted Liquidity Amount, in each case, as of the close of business on the last day of the Related Month;

(vii)         whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

(viii)        whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(ix)           whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2005-3 Notes has occurred;

(x)            the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(xi)           the Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle Percentage Excess, the Mazda Vehicle Percentage Excess, and the Class A Non-Investment Grade Manufacturer Vehicle Percentage as of the close of business on the last day of the Related Month;

(xii)          the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xiii)         the Class A Required Non-Eligible Vehicle Enhancement Percentage as of the close of business on the last day of the Related Month and the Non-Program Vehicle Measurement Month Average, if any, included in the

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calculation of such Class A Required Non-Eligible Vehicle Enhancement Percentage;

(xiv)        the Class A Required Enhancement Incremental Amount and the Class B Required Enhancement Incremental Amount, if any, as of the close of business on the last day of the Related Month;

(xv)         the Class A Required Liquidity Amount and the Class B Required Liquidity Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class Liquidity Deficiency with respect to any Class of Series 2005-3 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvi)        the Class A Required Enhancement Amount and the Class B Required Enhancement Amount as of the close of business on the last day of the Related Month, and whether a Class Enhancement Deficiency with respect to any Class of Series 2005-3 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvii)       the Class A Required Overcollateralization Amount, the Class A Overcollateralization Amount, the Class B Required Overcollateralization Amount and the Class B Overcollateralization Amount, in each case, as of the close of business on the last day of the Related Month;

(xviii)      the Class A Required Reserve Account Amount, the Class A Available Reserve Account Amount, the Class B Required Reserve Account Amount and the Class B Available Reserve Account Amount, in each case, as of the close of business on the last day of the Related Month;

(xix)         the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xx)          the percentage of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

(xxi)         the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Non-Program Vehicles manufactured by such Manufacturer;

(xxii)        the Principal Amount with respect to each Class of Class A Notes as of such Payment Date and the Principal Amount with respect to each Class of Class B Notes as of such Payment Date; and

(xxiii)       such other items as may be specified in a Class B Notes Term Sheet.

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The Trustee shall provide to the Series 2005-3 Noteholders, or their designated agent, the Insurer and each Interest Rate Hedge Provider copies of each Monthly Noteholders’ Statement.

Section 7.4.            Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1-1:	Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-1
Exhibit A-1-2:	Series 2005-3 Variable Funding Rental Car Asset Backed Notes, Class A-2
Exhibit A-2-1:	Form of Restricted Global Class B-1 Note
Exhibit A-2-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-2-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-3-1:	Form of Restricted Global Class B-2 Note
Exhibit A-3-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-3-3:	Form of Unrestricted Global Class B-2 Note
Exhibit A-4-1:	Form of Restricted Global Class B-3 Note
Exhibit A-4-2:	Form of Regulation S Global Class B-3 Note
Exhibit A-4-3:	Form of Unrestricted Global Class B-3 Note
Exhibit A-5-1:	Form of Restricted Global Class B-4 Note
Exhibit A-5-2:	Form of Regulation S Global Class B-4 Note
Exhibit A-5-3:	Form of Unrestricted Global Class B-4 Note
Exhibit B-1-1:	Form of Class A Letter of Credit
Exhibit B-1-2:	Form of Class A Ford Letter of Credit
Exhibit B-2-1:	Form of Class B Letter of Credit
Exhibit B-2-2:	Form of Class B Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Class A Ford Letter of Credit Reduction Notice
Exhibit D-1-2:	Form of Class A Ford Letter of Credit Termination Notice
Exhibit D-2:	Form of Class A Non-Ford Letter of Credit Reduction Notice
Exhibit D-3-1:	Form of Class B Ford Letter of Credit Reduction Notice
Exhibit D-3-2:	Form of Class B Ford Letter of Credit Termination Notice
Exhibit D-4:	Form of Class B Non-Ford Letter of Credit Reduction Notice
Exhibit E:	Form of Purchaser’s Letter
Exhibit F-1:	Form of Class A Transfer Certificate
Exhibit F-2:	Form of Restricted Global Note Transfer Certificates
Exhibit F-3:	Form of Regulation S Global Note Transfer Certificates
Exhibit F-4:	Form of Unrestricted Global Note Transfer Certificates
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2005-3 Demand Note
Exhibit I:	Form of Estimated Interest Adjustment Notice

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Section 7.5.            Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 7.6.            Notice to Insurer, the Rating Agencies, each Interest Rate Hedge Provider and Ford.  The Trustee shall provide to the Insurer, each Rating Agency and each Interest Rate Hedge Provider a copy of each notice to the Series 2005-3 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.  Each such Opinion of Counsel to be delivered to the Insurer shall be addressed to the Insurer, shall be from counsel reasonably acceptable to the Insurer and shall be in form and substance reasonably acceptable to the Insurer.  The Trustee shall provide notice to each Rating Agency of any consent by the Insurer to the waiver of the occurrence of any Series 2005-3 Limited Liquidation Event of Default.  In addition, for so long as the Ford LOC Exposure Amount is greater than zero, the Trustee shall provide to Ford a copy of each report, notice and other information provided to the Series 2005-3 Noteholders pursuant to this Series Supplement or any other Related Document.  All such notices, opinions, certificates or other items to be delivered to the Insurer shall be forwarded to Ambac Assurance Corporation, One State Street Plaza,  New York, New York 10004 Attention: General Counsel:  (212) 668-0340, confirmation:  (212) 208-3558 (Hertz Vehicle Financing LLC Series 2005-3 Rental Car Asset Backed Notes).  All such notices, opinions, certificates or other items to be delivered to the Interest Rate Hedge Provider shall be forwarded to the address specified for notices in the Series 2005-3 Interest Rate Hedge.  All such notices, opinions, certificates or other items to be delivered to Ford shall be forwarded to Ford Motor Company, 1 American Road, Dearborn, MI 48126 Attention: Director — Global Banking, Facsimile No.: (313) 594-0110.  In the event that the Annualized Financing Cost, exceeds 10% with respect to any Series 2005-4 Interest Period, HVF shall provide Moody’s with notice of such event.  In the event that (a) with respect to the Three-Year Notes, One-Month LIBOR exceeds 7.75% or (b) with respect to the Five-Year Notes, One-Month LIBOR exceeds 8.25%, HVF shall provide the Insurer with notice of such event.

Section 7.7.            Insurer Deemed Class A Noteholder and Secured Party.  Except for any period during which an Insurer Default is continuing, the Insurer shall be deemed to be the holder of 100% of the Class A Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, declarations, notices and/or taking any other action pursuant to the Base Indenture, this Series Supplement and the other Related Documents.  Any reference in the Base Indenture or the Related Documents to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Class A Notes, to refer to the rights or interests of the Insurer.  In addition, the Insurer shall constitute an “Enhancement Provider” with respect to the Series 2005-3 Notes for all purposes under the Base Indenture, the other Related Documents and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2005-3 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, the

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Insurer shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to the Insurer pursuant to this Series Supplement.  Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for, the benefit of the Class A Noteholders, the Insurer shall be deemed to be the Class A Noteholders with respect to 100% of the Series 2005-3 Notes for such purposes.  In addition, all provisions of this Series Supplement (i) requiring the consent (written or otherwise), approval, advice or satisfaction of the Insurer, (ii) requiring notice to be provided to the Insurer, (iii) requiring any other action or involvement on the part of the Insurer, (iv) granting to the Insurer any rights or remedies, (v) taking into consideration the interests of the Insurer, or the effect of any event or action on the Insurer or (vi) permitting the Insurer to take any actions, in each case shall no longer have any effect at any time after the Class A Notes have been paid in full and the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement.

Section 7.8.            Third Party Beneficiary.  Each of the Insurer, Ford, in its capacity as accountholder of a Series 2005-3 Ford Letter of Credit, and each Interest Rate Hedge Provider is an express third party beneficiary of (i) the Base Indenture to the extent of provisions relating to any Enhancement Provider, in the case of the Insurer and the Series 2005-3 Interest Rate Hedge Provider, or to the extent of the provisions relating to Ford, in the case of Ford and (ii) this Series Supplement.

Section 7.9.            Prior Notice by Trustee to Insurer.  Subject to Section 10.1 of the Base Indenture, except for any period during which an Insurer Default is continuing, the Trustee agrees that so long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes, other than the Series 2005-3 Notes, it shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-3 Notes (except those set forth in clauses (j) and (k) of Article IV of this Series Supplement) until after the Trustee has given prior written notice thereof to the Insurer and obtained the direction of the Insurer, so long as the Insurer, through operation of Section 7.7 of this Series Supplement, constitutes the Required Noteholders of the Series 2005-3 Notes.  The Trustee agrees to notify the Insurer promptly following any exercise of rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-3 Notes.

Section 7.10.          Subrogation.  In furtherance of and not in limitation of the Insurer’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent of any payment made by the Insurer under the Insurance Policy with respect to interest on or principal of the Series 2005-3 Notes, the Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment to the rights of the Series 2005-3 Noteholders under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as the Insurer may reasonably request to evidence such subrogation.

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Furthermore, in furtherance of and not in limitation of Ford’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent that Ford LOC Disbursements or amounts on deposit in the Class A Ford Cash Collateral Account or Class B Ford Cash Collateral Account are applied to pay interest on or principal of the Series 2005-3 Notes and Ford has reimbursed the applicable Series 2005-3 Letter of Credit Providers for such Ford LOC Disbursements or such amounts deposited in the Class A Ford Cash Collateral Account or the Class B Ford Cash Collateral Account, Ford is to be fully subrogated to the extent of such payment under the Indenture; provided such rights shall be subordinated in all respects to the rights of subrogation of the Insurer set forth in the preceding paragraph and to the rights of the Noteholders to the payment in full of all amounts owing to them under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as Ford may reasonably request to evidence such subrogation.

Section 7.11.          Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 7.12.          Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section 7.13.          Amendments.  This Series Supplement and any Class B Notes Term Sheet may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2005-3 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2005-3 Notes is required for a proposed amendment or modification of this Series Supplement that does not affect in any material respect one or more Classes of the Series 2005-3 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2005-3 Noteholders representing more than 50% of the aggregate outstanding principal amount of the Classes of the Series 2005-3 Notes affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2005-3 Noteholders holding the Classes of the Series 2005-3 Notes not affected by such amendment or modification); provided, further, that for so long as any Class B Notes are outstanding, any amendment to any of the Related Documents that (i) pursuant to the terms of the Base Indenture would require the consent of the Required Noteholders with respect to the Series 2005-3 Notes and (ii) would result in a reduction in the amount of Rent payable under the Lease or would otherwise have the effect of reducing the Enhancement available to the Class B Notes shall require the consent of Class B Noteholders holding more than 50% of the Class B Notes; provided, further, that, any amendment or other modification to this Series Supplement or any of the Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Series 2005-3 Notes

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(or reduce the principal amount of or rate of interest on the Series 2005-3 Notes), or, pursuant to the Related Documents, would require the consent of 100% of the Series 2005-3 Noteholders or each Series 2005-3 Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable.  Any amendment to this Series Supplement that adversely affects in any material respect the interests of an Interest Rate Hedge Provider shall require the prior written consent of such Interest Rate Hedge Provider.  For so long as the Ford LOC Exposure Amount is greater than zero, any amendment to any provision of this Series Supplement shall be subject to Section 7.18 of this Series Supplement. Furthermore, for so long as any Class A Notes are Outstanding, any amendment, waiver or other modification pursuant to Section 12.2(iii) of the Base Indenture shall require the prior written consent of the Insurer, such consent not to be unreasonably withheld or delayed.

Section 7.14.          Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2005-3 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2005-3 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, (iii) the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement, (iv) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-3 Interest Rate Hedge, (v) Ford has been paid all amounts payable to it hereunder and no amounts are required hereby to be retained in any Series Account with respect to the Series 2005-3 Notes and (vi) the Series 2005-3 Demand Note Payment Amount is equal to zero or the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount are each equal to zero.

Section 7.15.          Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 7.14 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2005-3 Notes without the consent of the Required Noteholders with respect to the Series 2005-3 Notes.

Section 7.16.          Effect of Payment by Insurer.  Anything in this Series Supplement to the contrary notwithstanding, any payments of principal of or interest on the Class A Notes that is made with moneys received pursuant to the terms of the Insurance Policy shall not (except for the purpose of calculating the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount) be considered payment of the Class A Notes by HVF.  The Trustee acknowledges that, without the need for any further action on the part of the Insurer, (i) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on, the Class A Notes to the Trustee for the benefit of the Class A Noteholders or to the Class A Noteholders (including any Preference Amounts as defined in the Insurance Policy), the Insurer will be fully subrogated to the rights of such Class A Noteholders to receive

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such principal and interest and will be deemed to the extent of the payments so made to be a Class A Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Class A Noteholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided in this Series Supplement for payment of such principal and interest and, in each case, only after the Class A Noteholders have received all payments of principal and interest due to them under this Series Supplement on the related Payment Date.

Section 7.17.          Interest Rate Hedge Provider Deemed Secured Party.  Each Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-3 Notes for all purposes under the Base Indenture, the other Related Documents and each Series 2005-3 Interest Rate Hedge shall constitute an “Enhancement Agreement” with respect to the Series 2005-3 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to such Interest Rate Hedge Provider under its Series 2005-3 Interest Rate Hedge and pursuant to this Series Supplement.

Section 7.18.          Ford Covenants.  HVF hereby covenants and agrees with Ford that, for so long as the Ford LOC Exposure Amount is greater than zero:

(a)           Distributions to HVF.  No amounts will be distributed to HVF pursuant to any provision of the Indenture if, after giving effect to that distribution, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

(b)           Inspection of Property, Books and Records.  It will permit representatives of Ford to visit and inspect any of its properties and to examine any of its books and records, and to discuss its affairs, finances and accounts with the Servicer and its officers, directors, employees and independent public accountants all at such reasonable times and on reasonable notice and as often as may reasonably be requested (but, prior to the occurrence of a Potential Amortization Event or an Amortization Event, not more than twice in any year).

(c)           Other Series Supplements.  Each Series Supplement will provide for the payment of Ford Reimbursement Obligations prior to any distribution or other release of funds to HVF thereunder and prior to any payment of any termination payments under Swap Agreements; provided, however, that on or prior to January 6, 2006, the Series 2002-1 Supplement, dated as of September 18, 2002, by and between HVF and the Trustee, as amended, supplemented or otherwise modified from time to time, will not be required to provide for any payment of Ford Reimbursement Obligations.

(d)           No Amendments.  It will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed), (i) extend the Commitment Termination Date to a date after the November 2010 Payment Date or extend or otherwise modify the Three-Year Notes Expected Final Payment Date, the Five-Year Notes Expected Final Payment Date, the Three-Year Notes Legal Final

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Payment Date or the Five-Year Notes Legal Final Payment Date, (ii) amend, modify or waive Sections 3.2(d), (e) and (f), 3.3(d) and (e), 3.5(a), (c), and (e), 3.8(e) and (f), 3.9(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 3.13, 3.14(e) and (f), 3.15(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 3.17, 7.6, 7.8, 7.10, 7.13, 7.14 and 7.18 of this Series Supplement or any other provision of the Series 2005-3 Supplement providing for drawings on the Series 2005-3 Letters of Credit or withdrawals from the Class A Reserve Account or the Class B Reserve Account or the payment by HVF of Ford Reimbursement Obligations or any terms used in such provisions, (iii) amend, modify or waive the definitions of Fleet Equity Amount, Fleet Equity Condition, or Required Minimum Fleet Equity Amount, or the effect of the use of those terms to prohibit certain payments, (iv) amend, modify or waive any provisions of any other Series Supplement providing for the payment by HVF of Ford Reimbursement Obligations, (v) amend, modify or waive the provisions of Sections 6.3(b) or 6.3(d) of the Base Indenture or (vi) amend, modify or waive the Base Indenture, enter into any Series Supplement or amend, modify or waive any Series Supplement in a manner that provides for an invested percentage calculation that is different than that contained in the Series Supplements relating to the Series of Notes being issued on the Series 2005-3 Closing Date.

(e)           Outstanding Letters of Credit.  After the Series 2005-3 Closing Date, it will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed) obtain a Class A Non-Ford Letter of Credit for so long as any Class B Ford Letters of Credit remain outstanding.

Section 7.19.          Issuances of Class B Notes.

(a)           Notwithstanding the inclusion of Class B Notes in this Series Supplement, no Class B Notes will be issued on the Series 2005-3 Closing Date.  Until such time as Class B Notes are issued, all provisions relating to the Class B Notes (other than the provisions of this Section 6.18) contained herein, shall be disregarded.  From time to time on any Distribution Date prior to the Expected Final Payment Date for a Class of Class B Notes, HVF, subject to the conditions set forth in clause (b) below, may issue Class B Notes of such Class.

(b)           Class B Notes may be issued only upon satisfaction of the following conditions:

(i)            The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series 2005-3 Class B Notes Closing Date requesting that the Trustee authenticate and deliver one or more Classes of Class B Notes specified in such Company Request;

(ii)           The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of one or more Classes of Class B Notes, to be issued pursuant to this Series Supplement, as supplemented by the Class B Notes Term Sheet with respect to such Class or Classes of Class B Notes, by the Trustee and specifying the designation of such

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Class or Classes of Class B Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such Class or Classes of Class B Notes to be authenticated and the Note Rate with respect to such Class or Classes of Class B Notes;

(iii)          The Trustee shall have received an Officer’s Certificate of HVF dated as of the applicable Series 2005-3 Class B Notes Closing Date to the effect that:

(A)          no Amortization Event, Limited Liquidation Event of Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes,

(B)           no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of Default, Operating Lease Event of Default, Potential Operating Lease Event of Default or Potential Manufacturer Event of Default is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes, and

(C)           all conditions precedent provided in the Base Indenture and this Series Supplement with respect to the authentication and delivery of such Class or Classes of Class B Notes have been satisfied;

(iv)          a Class B Notes Term Sheet, substantially in the form of Annex A hereto, shall have been executed by HVF and the Trustee;

(v)           the Series 2005-3 Rating Agency Condition shall have been satisfied in respect of the issuance of such Class or Classes of Class B Notes;

(vi)          for so long as any Class B Notes are Outstanding, one or more Series 2005-3 Interest Rate Hedges have been acquired from one or more Eligible Interest Rate Hedge Provider in an aggregate initial notional amount equal to the aggregate Principal Amount of the Class B Notes issued, each with a strike rate equal to no more than 5.50% or as otherwise agreed by Fitch and each other Rating Agency rating the Class B Notes and that otherwise satisfies Section 3.12 of this Series Supplement;

(vii)         the excess of the principal amount of any of the Class B Notes over their issue price will not exceed the maximum amount permitted under the Code without the creation of an original issue discount,

(viii)        the Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale of the Class A Notes, including without limitation, opinions to the effect that:

(A)          the Class B Notes will be characterized as indebtedness for federal income tax purposes,

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(B)           the issuance of the Class B Notes will not affect adversely the United States federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon on Opinion of Counsel) characterized as debt at the time of their issuance and HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes,

(C)           all instruments furnished to the Trustee conform to the requirements of the Base Indenture and this Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the Class B Notes, and all conditions precedent provided for in the Base Indenture and this Series Supplement with respect to the authentication and delivery of the Class B Notes have been complied with,

(D)          the Class B Notes Term Sheet with respect to the Class or Classes of Class B Notes being issued on such Series 2005-3 Class B Notes Closing Date has been duly authorized, executed and delivered by HVF,

(E)           the Class B Notes being issued on such Series 2005-3 Class B Notes Closing Date have been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of the Base Indenture and this Series Supplement, will constitute valid, binding and enforceable obligations of HVF entitled to the benefits of the Base Indenture and this Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity,

(F)           each of the Class B Notes Term Sheet with respect to Class B Notes being issued on such Series 2005-3 Class B Notes Closing Date and this Series Supplement as supplemented thereby is a legal, valid and binding agreement of HVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(G)           such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

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IN WITNESS WHEREOF, the Trustee and HVF have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC,
	by
	/s/ Robert H. Rillings
	Name:	Robert H. Rillings
	Title:	Vice President & Treasurer
BNY MIDWEST TRUST COMPANY, as Trustee,
	by
	/s/ Marian Onischak
	Name:	Marian Onischak
	Title:	Assistant Vice President

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EX-4.9.5

EXHIBIT 4.9.5

HERTZ VEHICLE FINANCING LLC,

as Issuer

and

BNY MIDWEST TRUST COMPANY,

as Trustee and Securities Intermediary

AMENDED AND RESTATED SERIES 2005-4 SUPPLEMENT

dated as of August 1, 2006

to

SECOND AMENDED AND RESTATED
BASE INDENTURE

dated as of August 1, 2006

$250,000,000 Series 2005-4 Variable Funding Rental Car Asset Backed Notes, Class A
Series 2005-4 Floating Rate Rental Car Asset Backed Notes, Class B-1
Series 2005-4 Fixed Rate Rental Car Asset Backed Notes, Class B-2

TABLE OF CONTENTS

		Page
ARTICLE I            DEFINITIONS		2
ARTICLE II	INITIAL ISSUANCE AND INCREASES AND DECREASES OF PRINCIPAL AMOUNT OF CLASS A NOTES	60
Section 2.1.	Initial Issuance; Procedure for Increasing the Class A Principal Amount	60
Section 2.2.	Procedure for Decreasing the Class A Principal Amount	61
ARTICLE III          SERIES 2005-4 ALLOCATIONS		62
Section 3.1.	Series 2005-4 Series Accounts	63
Section 3.2.	Allocations with Respect to the Series 2005-4 Notes	64
Section 3.3.	Application of Interest Collections	69
Section 3.4.	Payment of Note Interest	77
Section 3.5.	Payment of Note Principal	77
Section 3.6.	Payment by Wire Transfer	88
Section 3.7.	The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	88
Section 3.8.	Class A Reserve Account	88
Section 3.9.	Class A Letters of Credit and Class A Cash Collateral Accounts	90
Section 3.10.	Series 2005-4 Distribution Account	98
Section 3.11.	Trustee as Securities Intermediary	99
Section 3.12.	Series 2005-4 Interest Rate Hedges	101
Section 3.13.	Series 2005-4 Demand Note Constitutes Additional Collateral for Series 2005-4 Notes	103
Section 3.14.	Class B Reserve Account	107
Section 3.15.	Class B Letters of Credit and Class B Cash Collateral Account	109
Section 3.16.	Subordination of Class B Notes	116
Section 3.17.	Reimbursement Obligation	117
ARTICLE IV          AMORTIZATION EVENTS		118
ARTICLE V           RESERVED		120
ARTICLE VI          FORM OF SERIES 2005-4 NOTES		120
Section 6.1.	Issuance of Class A Notes	120

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		Page
Section 6.2.	Issuance of Class B Notes	121
Section 6.3.	Transfer of Class A Notes	122
Section 6.4.	Transfer of Class B Notes	123
ARTICLE VII        GENERAL		128
Section 7.1.	Optional Redemption of Class A Notes	128
Section 7.2.	Optional Redemption of Class B Notes	128
Section 7.3.	Information	129
Section 7.4.	Exhibits	131
Section 7.5.	Ratification of Base Indenture	132
Section 7.6.	Notice to Insurer, the Rating Agencies, each Interest Rate Hedge Provider and Ford	132
Section 7.7.	Insurer Deemed Class A Noteholder and Secured Party	133
Section 7.8.	Third Party Beneficiary	133
Section 7.9.	Prior Notice by Trustee to Insurer	133
Section 7.10.	Subrogation	134
Section 7.11.	Counterparts	134
Section 7.12.	Governing Law	134
Section 7.13.	Amendments	134
Section 7.14.	Termination of Series Supplement	135
Section 7.15.	Discharge of Indenture	135
Section 7.16.	Effect of Payment by Insurer	136
Section 7.17.	Interest Rate Hedge Provider Deemed Secured Party	136
Section 7.18.	Ford Covenants	136
Section 7.19.	Issuances of Class B Notes	137

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EXHIBITS
Exhibit A-1:	Series 2005-4 Variable Funding Rental Car Asset Backed Notes,Class A
Exhibit A-2-1:	Form of Restricted Global Class B-1 Note
Exhibit A-2-2:	Form of Regulation S Global Class B-1 Note
Exhibit A-2-3:	Form of Unrestricted Global Class B-1 Note
Exhibit A-3-1:	Form of Restricted Global Class B-2 Note
Exhibit A-3-2:	Form of Regulation S Global Class B-2 Note
Exhibit A-3-3:	Form of Unrestricted Global Class B-2 Note
Exhibit B-1-1:	Form of Class A Letter of Credit
Exhibit B-1-2:	Form of Class A Ford Letter of Credit
Exhibit B-2-1:	Form of Class B Letter of Credit
Exhibit B-2-2:	Form of Class B Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Class A Ford Letter of Credit Reduction Notice
Exhibit D-1-2:	Form of Class A Ford Letter of Credit Termination Notice
Exhibit D-2:	Form of Class A Non-Ford Letter of Credit Reduction Notice
Exhibit D-3-1:	Form of Class B Ford Letter of Credit Reduction Notice
Exhibit D-3-2:	Form of Class B Ford Letter of Credit Termination Notice
Exhibit D-4:	Form of Class B Non-Ford Letter of Credit Reduction Notice
Exhibit E:	Form of Purchaser’s Letter
Exhibit F-1:	Form of Class A Transfer Certificate
Exhibit F-2:	Form of Restricted Global Note Transfer Certificates
Exhibit F-3:	Form of Regulation S Global Note Transfer Certificates
Exhibit F-4:	Form of Unrestricted Global Note Transfer Certificates
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2005-4 Demand Note
Exhibit I:	Form of Estimated Interest Adjustment Notice
ANNEXES
Annex A:	Form of Class B Notes Term Sheet

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AMENDED AND RESTATED SERIES 2005-4 SUPPLEMENT dated as of August 1, 2006 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

PRELIMINARY STATEMENT

WHEREAS, HVF and the Trustee entered into the Series 2005-4 Supplement dated as of December 21, 2005 (the “Prior Series Supplement”);

WHEREAS, HVF and the Trustee desire to amend and restate the Prior Series Supplement in its entirety as herein set forth; and

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

NOW, THEREFORE, the parties hereto agree as follows:

DESIGNATION

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Rental Car Asset Backed Notes, Series 2005-4.  On the Series 2005-4 Closing Date, one class of Series 2005-4 Variable Funding Rental Car Asset Backed Notes, Class A shall be issued, and be referred to herein as the “Class A Notes”.  At any time prior to the Expected Final Payment Date for the Class of Class B Notes issued, additional Series 2005-4 Notes may be issued in up to two classes: the first of which shall be designated as the Series 2005-4 Floating Rate Rental Car Asset Backed Notes, Class B-1, and referred to herein as the Class B-1 Notes and the second of which shall be designated as the Series 2005-4 Fixed Rate Rental Car Asset Backed Notes, Class B-2, and referred to herein as the Class B-2 Notes.  The Class B-1 Notes and the Class B-2 Notes are referred to herein collectively as the “Class B Notes”.  The Class A Notes and the Class B Notes are referred to herein collectively as the “Series 2005-4 Notes.”  The Class B Notes shall be issued in minimum denominations of $25,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2005-4 Notes shall be deposited in the Series 2005-4 Excess Collection Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant to the Purchase Agreement on the related

Series 2005-4 Class B Notes Closing Date or for other purposes permitted under the Related Documents.

ARTICLE I

DEFINITIONS

(a)           All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture or the Class A Note Purchase Agreement; provided, however, that to the extent any capitalized term used but not defined herein has a meaning assigned to such term in both the Definitions List attached to the Base Indenture as Schedule I thereto and the Class A Note Purchase Agreement, then the meaning given to such term in the Definitions List attached to the Base Indenture as Schedule I shall apply.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2005-4 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2005-4 Supplement” shall mean the Base Indenture, as supplemented hereby.

(b)           The following words and phrases shall have the following meanings with respect to the Series 2005-4 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“Additional Payment Date” has the meaning specified in Section 3.3(k) of this Series Supplement.

“Adjusted Aggregate Asset Amount” means, as of any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Collection Account and available for reduction of the Series 2005-4 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Excess Collection Account, in each case on such day.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case, as of such date.

“Annualized Financing Cost” means, with respect to any Series 2005-3 Interest Period, the amounts payable pursuant to Sections 3.3(b)(i), (ii) and (iv) of this Series Supplement with respect to such Series 2005-4 Interest Period, expressed as an annual percent of the Class A Principal Amount.

2

“Applicable Procedures” has the meaning specified in Section 6.2 of this Series Supplement.

“Audi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Audi as of such date.

“Bankrupt Manufacturer” means, as of any day, each Manufacturer (other than a Top Two Non-Investment Grade Manufacturer) for which an Event of Bankruptcy has occurred; provided that any such Manufacturer for which an Event of Bankruptcy has occurred shall cease to constitute a Bankrupt Manufacturer when it has satisfied the Confirmation Condition.

“Bankrupt Manufacturer Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to each Bankrupt Manufacturer as of such date.

“Bankrupt Manufacturer Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Bankrupt Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“BBB-/Baa3 EPM Amount” means, as of any date of determination, the sum for all BBB-/Baa3 Manufacturers of an amount, with respect to each BBB-/Baa3 Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and not turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such each BBB-/Baa3 Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such BBB-/Baa3 Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such BBB-/Baa3 Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction,

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otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof that have been turned in to and accepted by such BBB-/Baa3 Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such BBB-/Baa3 Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such BBB-/Baa3 Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such BBB-/Baa3 Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“BBB-/Baa3 EPM Vehicle Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the BBB-/Baa3 EPM Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“BBB-/Baa3 EPM Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of the BBB-/Baa3 EPM Vehicle Percentage as of such date over 10%.

“BBB-/Baa3 Manufacturer” means, as of any day, each Manufacturer of a Program Vehicle from an Eligible Program Manufacturer that is rated at least “BBB-” from S&P, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” from Fitch, but which is not rated at least “BBB” from S&P, at least “Baa2” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB” from Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB”, “Baa2” and/or “BBB”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date an which the Trustee or the Insurer notifies the Administrator of such downgrade.

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“BMW Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to BMW as of such date.

“BNY MTC” means BNY Midwest Trust Company, an Illinois trust company, and its successors and assigns.

“Calculation Agent” means BNY MTC, in its capacity as calculation agent with respect to the Class B-1 Note Rate.

“Class” means a class of the Series 2005-4 Notes, which may be the Class A Notes, the Class B-1 Notes or the Class B-2 Notes.

“Class A Adjusted Daily Interest Amount” means, for any day in a Series 2005-4 Interest Period, an amount equal to the result of (a) the product of (i) the Class A Note Rate for such Series 2005-4 Interest Period and (ii) the Class A Outstanding Principal Amount as of the close of business on such date, divided by (b) 360.

“Class A Adjusted Enhancement Amount” means, the Class A Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Series 2005-4 Letter of Credit if at the time of such calculation (A) such Series 2005-4 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2005-4 Letter of Credit Provider of such Series 2005-4 Letter of Credit, (C) such Series 2005-4 Letter of Credit Provider shall have repudiated such Series 2005-4 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-4 Letter of Credit Provider of such Series 2005-4 Letter of Credit.

“Class A Adjusted Liquidity Amount” means, the Class A Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-4 Letter of Credit Provider of such Series 2005-4 Letter of Credit.

“Class A Adjusted Monthly Interest” means, with respect to any Payment Date, the sum of (i) the Class A Adjusted Daily Interest Amount for each day in the related Series 2005-4 Interest Period, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Series 2005-4 Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (ii) at the Class A Note Rate), plus (iii) the Undrawn Facility Fee for such Payment Date, calculated in accordance with Section 3.02(b) of the Class A Note Purchase Agreement, minus (iv) the

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amount of any interest payments made to the Class A Noteholders during such Series 2005-4 Interest Period pursuant to Section 3.3(k) of this Series Supplement.

“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 sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Collection Account and available for reduction of the Class A Principal Amount, in each case, as of such date.

“Class A Asset Amount” means, as of any date of determination, the product of (i) the Class A Asset Percentage as of such date and (ii) the Aggregate Asset Amount as of such date.

“Class A Asset Percentage” means, as of any date of determination, a fraction, the numerator of which shall be equal to the Class A Required Asset Amount, determined during the Series 2005-4 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-4 Closing Date, on the Series 2005-4 Closing Date), or, during the Series 2005-4 Rapid Amortization Period, as of the end of the Series 2005-4 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-4 Closing Date, as of the Series 2005-4 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount.

“Class A Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class A Available Ford Cash Collateral Account Amount and (b) the Class A Available Non-Ford Cash Collateral Account Amount.

“Class A Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class A Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class A Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class A Reserve Account.

“Class A Base Rate Tranche” means that portion of the Class A Principal Amount purchased or maintained with Class A Advances which bear interest by reference to the Class A Base Rate.

“Class A Cash Collateral Account” means a Class A Ford Cash Collateral Account and/or a Class A Non-Ford Cash Collateral Account, as the context may require.

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“Class A Cash Collateral Account Interest and Earnings” means with respect to a Class A Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class A Cash Collateral Account.

“Class A Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the Class A Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class A Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date) over the Class A Required Enhancement Amount on such Payment Date, (ii) the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount on such Payment Date, and (iii) the excess, if any, of the Class B Adjusted Enhancement Amount over the Class B Required Enhancement Amount on such Payment Date.

“Class A Certificate of Credit Demand” means a certificate in the form of Annex A to a Class A Letter of Credit.

“Class A Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class A Letter of Credit.

“Class A Certificate of Termination Demand” means a certificate in the form of Annex D to a Class A Letter of Credit.

“Class A Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class A Letter of Credit.

“Class A Commercial Paper” means the promissory notes of each Class A Noteholder issued by such Class A Noteholder in the commercial paper market and allocated to the funding of Class A Advances in respect of the Class A Notes.

“Class A CP Tranche” means that portion of the Class A Principal Amount purchased or maintained with Class A Advances which bear interest by reference to the CP Rate.

“Class A Daily Interest Amount” means, for any day in a Series 2005-4 Interest Period, an amount equal to the result of (a) the product of (i) the Class A Note Rate for such Series 2005-4 Interest Period and (ii) the Class A Principal Amount as of the close of business on such date divided by (b) 360; provided, that the aggregate principal amount of any Class A Notes that have been redeemed with the proceeds of a draw on the Insurance Policy shall be deemed to accrue interest at the Late Payment Rate (as defined in the Insurance Agreement).

“Class A Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class A Disbursement” shall mean any Class A LOC Credit Disbursement, any Class A LOC Preference Payment Disbursement, any Class A LOC

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Termination Disbursement or any Class A LOC Unpaid Demand Note Disbursement under the Class A Letters of Credit or any combination thereof, as the context may require.

“Class A Downgrade Event” has the meaning specified in Section 3.9(c) of this Series Supplement.

“Class A Eligible Ford Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and, at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, other than in connection with the initial Series 2005-4 Ford Letter of Credit Provider, for so long as any Class A Notes are Outstanding, each Class A Eligible Ford Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the related Class A Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s; provided that, for so long as any Class A Notes are Outstanding, each Class A Eligible Letter of Credit Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Class A Eligible Program Vehicle Percentage” means, as of any date of determination, the result of (x) a fraction, expressed as a percentage, the numerator of which is the excess, if any, of (i) the Eligible Program Vehicle Amount as of such date over (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the BBB-/Baa3 EPM Vehicle Percentage Excess.

“Class A Enhancement Amount” means, as of any date of determination, the sum of (i) the greater of (x) the Class A Overcollateralization Amount as of such date and (y)(A) as of any date on which no Aggregate Asset Amount Deficiency exists, the Class B Adjusted Principal Amount plus the Class B Overcollateralization Amount, in each case, as of such date or (B) as of any date on which an Aggregate Asset Amount Deficiency exists, $0, (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iv) the Class B Letter of Credit Amount as of such date and (v) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

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“Class A Enhancement Deficiency” means, on any day, the amount by which the Class A Adjusted Enhancement Amount is less than the Class A Required Enhancement Amount.

“Class A Eurodollar Tranche” means that portion of the Class A Principal Amount purchased or maintained with Class A Advances which bear interest by reference to the Class A Eurodollar Rate.

“Class A Excess Principal Event” shall be deemed to have occurred if, on any date, the Class A Outstanding Principal Amount exceeds the Class A Maximum Principal Amount.

“Class A Initial Principal Amount” means the aggregate initial principal amount of the Class A Notes, which is $0.

“Class A Investor Group” has the meaning set forth in the Class A Note Purchase Agreement.

“Class A Investor Group Principal Amount” has the meaning set forth in the Class A Note Purchase Agreement.

“Class A Ford Cash Collateral Account” has the meaning specified in Section 3.9(g)(I) of this Series Supplement.

“Class A Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a)(I) of this Series Supplement.

“Class A Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Ford Letter of Credit Liquidity Amount as of such date.

“Class A Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-1-2 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued for the account of Ford or an affiliate thereof by a Class A Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-4 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-4 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Ford Letter of Credit, as specified therein, and (b) if a Class A Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class A Available Ford Cash Collateral Account Amount on such date.

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“Class A Ford Letter of Credit Provider” means the issuer of a Class A Ford Letter of Credit.

“Class A Hedged Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the portion of the Principal Amount of the Class A Notes that is supported by a Series 2005-4 Interest Rate Hedge as of such date and the denominator of which is the Class A Principal Amount as of such date.

“Class A Hedged Required Non-Eligible Vehicle Enhancement Percentage” means 20% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition).

“Class A Hedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means 29.75% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition).

“Class A Hedged Required Program Vehicle Enhancement Percentage” means 15% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition).

“Class A Letter of Credit” means (i) a Class A Ford Letter of Credit or (ii) an irrevocable letter of credit, substantially in the form of Exhibit B-1-1 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued by a Class A Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-4 Noteholders; provided, however, that the Insurer agrees that any Class A Letter of Credit that is in the form and substance of the Class A Letter of Credit delivered to the Trustee on the Series 2005-4 Closing Date is in form and substance satisfactory to the Insurer.

“Class A Letter of Credit Agreement” means the Class A Letter of Credit Reimbursement Agreement and any other agreement pursuant to which a Class A Letter of Credit is issued in favor of the Trustee for the benefit of the Series 2005-4 Noteholders.

“Class A Letter of Credit Amount” means, as of any date of determination, the sum of the Class A Ford Letter of Credit Liquidity Amount on such date and the Class A Non-Ford Letter of Credit Amount on such date.

“Class A Letter of Credit Expiration Date” means, with respect to any Class A Letter of Credit, the expiration date set forth in such Class A Letter of Credit, as such date may be extended in accordance with the terms of such Class A Letter of Credit.

“Class A Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Letter of Credit, as specified therein, and (b) if a Class A Cash Collateral Account has been established and funded pursuant to Section 3.9(g) of this Series Supplement, the Class A Available Cash Collateral Account Amount on such date.

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“Class A Letter of Credit Provider” means the issuer of a Class A Letter of Credit.

“Class A Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class A Letter of Credit Provider for draws under its Class A Letter of Credit, other than any such reimbursement agreement between Ford and a Class A Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class A Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Letter of Credit Liquidity Amount and (b) the Class A Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class A Liquidity Deficiency” means, as of any date of determination, the amount by which the Class A Adjusted Liquidity Amount is less than the Class A Required Liquidity Amount as of such date.

“Class A Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Adjusted Liquidity Amount over the Class A Required Liquidity Amount, in each case, as of such date.

“Class A LOC Credit Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Credit Demand.

“Class A LOC Preference Payment Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Preference Payment Demand.

“Class A LOC Termination Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Termination Demand.

“Class A LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class A Letter of Credit pursuant to a Class A Certificate of Unpaid Demand Note Demand.

“Class A Maximum Investor Group Principal Amount” has the meaning set forth in the Class A Note Purchase Agreement.

“Class A Maximum Principal Amount” means, $250,000,000; provided that such amount may be reduced at any time and from time to time by written agreement among HVF, each Class A Noteholder, the Administrative Agent, each Class A Committed Note Purchaser and the Insurer in accordance with the terms of the Class A Note Purchase Agreement.

“Class A Mazda Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the

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numerator of which is the Mazda Amount and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date over (y) 10.00%; provided that on any date of determination on which Mazda is a Bankrupt Manufacturer or a Top Two Non-Investment Grade Manufacturer, the “Class A Mazda Vehicle Percentage Excess” shall be zero.

“Class A Monthly Default Interest Amount” means, with respect to any Payment Date, the sum of (i) an amount equal to the result of (a) the product of (x) 2.0%, (y) the Class A Principal Amount as of the close of business on such date and (z) the actual number of days in the related Series 2005-4 Interest Period during which an Amortization Event has occurred and is continuing with respect to the Series 2005-4 Notes divided by (b) 360, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Series 2005-4 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” means, with respect to any Payment Date, the sum of (i) the Class A Daily Interest Amount for each day in the related Series 2005-4 Interest Period, plus (ii) all previously due and unpaid amounts described in clause (i) with respect to prior Series 2005-4 Interest Periods (together with interest on such unpaid amounts required to be paid in this clause (ii) at the Class A Note Rate), plus (iii) any Indenture Carrying Charges due to the Class A Noteholders and unpaid as of such Payment Date (including, without limitation, the Program Fee and the Undrawn Facility Fee for such Payment Date), minus (iv) the amount of any interest payments made to the Class A Noteholders during such Series 2005-4 Interest Period pursuant to Section 3.3(k) of this Series Supplement.

“Class A Non-Eligible Vehicle Percentage” means, as of any date of determination, the result of (x) the percentage equivalent of a fraction, the numerator of which is the result of (i) the Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Eligible Vehicle Amount), in each case as of such date plus (ii) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount), in each case as of such date minus (iii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount), in each case as of such date minus (iv) the Top Two Non-Investment Grade EPM Amount minus the Bankrupt Manufacturer Vehicle Amount (to the extent included in the Top Two Non-Investment Grade EPM Amount), in each case as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date minus (y) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess minus (z) the Class A Mazda Vehicle Percentage Excess.

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“Class A Non-Ford Cash Collateral Account” has the meaning specified in Section 3.9(g)(II) of this Series Supplement.

“Class A Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.9(a)(II) of this Series Supplement.

“Class A Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class A Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class A Non-Ford Letter of Credit” means each Class A Letter of Credit other than a Class A Ford Letter of Credit.

“Class A Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class A Non-Ford Letters of Credit, as specified therein, and (ii) if the Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date and (b) the outstanding principal amount of the Series 2005-4 Demand Note on such date.

“Class A Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class A Non-Ford Letter of Credit, as specified therein, and (b) if a Class A Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class A Available Non-Ford Cash Collateral Account Amount on such date.

“Class A Non-Ford Letter of Credit Provider” means the issuer of a Class A Non-Ford Letter of Credit.

“Class A Non-Investment Grade Manufacturer Vehicle Amount Excess” means, as of any date of determination, the result of (i) the Non-Investment Grade Eligible Program Manufacturer Vehicle Amount as of such date plus (ii) the Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date minus (iii) the Top Two Non-Investment Grade EPM Amount as of such date minus (iv) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date.

“Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess” means, as of any date of determination, the excess, if any, of (x) the percentage equivalent of a fraction, the numerator of which is the Class A Non-Investment Grade Manufacturer Vehicle Amount Excess and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of

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such date over (y) the sum of (i) 30.00%, (ii) the Class A Mazda Vehicle Percentage Excess and (iii) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Noteholder” means the Person in whose name a Class A Note is registered in the Note Register.

“Class A Note Purchase Agreement” means the Note Purchase Agreement, dated as of December 21, 2005, among HVF, the Class A Noteholders, the Administrative Agent, the Administrator, the Class A Funding Agents and the Class A Committed Note Purchasers, pursuant to which the Class A Noteholders have agreed to purchase the Class A Notes from HVF, subject to the terms and conditions set forth therein, as amended, supplemented, restated or otherwise modified from time to time.

“Class A Note Rate” means, for any Series 2005-4 Interest Period, the sum of (i) the weighted average of the CP Rates applicable to the Class A CP Tranche and the weighted average of the Class A Eurodollar Rates (Reserve Adjusted) applicable to the Class A Eurodollar Tranche and the weighted average of the Class A Base Rates applicable to the Class A Base Rate Tranche, in each case for the Series 2005-4 Interest Period and (ii) the Class A Program Fee Rate as defined in the Class A Note Purchase Agreement; provided, however, that the Class A Note Rate will in no event be higher than the maximum rate permitted by applicable law.

“Class A Notes” means any one of the Series 2005-4 Variable Funding Rental Car Asset Backed Notes, Class A, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1.

“Class A Notice of Reduction” means a notice in the form of Annex E to a Class A Letter of Credit.

“Class A Other Non-Investment Grade Manufacturer Vehicle Percentage” means, as of any date of determination, the sum of (w) the percentage equivalent of a fraction, the numerator of which is the sum of (i) the Top Two Non-Investment Grade EPM Amount as of such date and (ii) the Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date plus (x) the Class A Non-Investment Grade Manufacturer Vehicle Percentage Excess plus (y) the Class A Mazda Vehicle Percentage Excess plus (z) the Bankrupt Manufacturer Vehicle Percentage.

“Class A Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A Initial Principal Amount minus (b) the amount of principal payments (whether pursuant to a Decrease, a redemption or otherwise) made to the Class A Noteholders on or prior to such date plus (c) any Increases in the Class A Principal Amount pursuant to Section 2.1(a) of this Series Supplement on or prior to such date; provided that at no time may the Class A Outstanding Principal Amount exceed the Class A Maximum Principal Amount.

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“Class A Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class A Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Class A Asset Amount over the Class A Adjusted Principal Amount as of such date.

“Class A Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class A Principal Amount and the denominator of which is the Series 2005-4 Principal Amount.

“Class A Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-4 Demand Note and distributed to the Class A Noteholders in respect of amounts owing under the Class A Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class A Principal Amount” means when used with respect to any date, an amount equal to the Class A Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A Noteholders or the Insurer for any reason.

“Class A Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Class A Asset Amount on such date; provided, however, the Class A Principal Deficit Amount on any date that is prior to the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Class A Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Class A Asset Amount on such date and (2) the lesser of (a) the Series 2005-4 Liquidity Amount on such date and (b) the Series 2005-4 Required Liquidity Amount on such date.

“Class A Repurchase Amount” has the meaning specified in Section 7.1 of this Series Supplement.

“Class A Required Asset Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class A Required Overcollateralization Amount, in each case, as of such date.

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“Class A Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class A Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Class A Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class A Required Enhancement Percentage as of such date and the Class A Adjusted Principal Amount as of such date and (ii) the Class A Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-4 Limited Liquidation Event of Default, the Class A Required Enhancement Amount shall equal the lesser of (x) the Class A Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class A Required Enhancement Percentage as of such date of determination and the Class A Adjusted Principal Amount as of the date of the occurrence of such Series 2005-4 Limited Liquidation Event of Default and (2) the Class A Required Enhancement Incremental Amount as of such date of determination.

“Class A Required Enhancement Incremental Amount” means

(i)            as of the Series 2005-4 Closing Date, $0; and

(ii)           as of any date thereafter, the product of (A) the Class A Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-4 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-4 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-4 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-4 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-4 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-4 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-4 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-4 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-4 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-4 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding

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Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-4 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-4 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-4 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-4 Maximum Mercedes Amount as of such immediately preceding Business Day, (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-4 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day and (17) the excess, if any of the HVF Service Vehicle Amount over the Series 2005-4 Maximum HVF Service Vehicle Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class A Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Class A Weighted Average Required Program Vehicle Enhancement Percentage as of such date times (B) the Class A Eligible Program Vehicle Percentage as of such date, (ii) the product of (A) the Class A Weighted Average Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the BBB-/Baa3 EPM Vehicle Percentage Excess as of such date and (iii) the greater of (a) the product of (A) 28.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies subject to the Series 2005-4 Rating Agency Condition) and (B) the sum of (I) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date and (b) the sum of (I) the product of (A) the Class A Weighted Average Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the Class A Non-Eligible Vehicle Percentage as of such date and (II) the product of (A) the Class A Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage as of such date times (B) the Class A Other Non-Investment Grade Manufacturer Vehicle Percentage as of such date.

“Class A Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class A Required Liquidity Percentage as of such date times (ii) the Class A Adjusted Principal Amount as of such date.

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“Class A Required Liquidity Percentage” means, as of any date of determination, the sum of (i) the product of (x) 3.75% and (y) the Class A Hedged Percentage and (ii) the product of (x) 50.00%, (y) the Annualized Financing Cost and (z) the Class A Unhedged Percentage.

“Class A Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class A Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class A Letter of Credit Amount as of such date, (iii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), and (iv) the Class B Letter of Credit Amount as of such date.

“Class A Required Reserve Account Amount” means, with respect to any date of determination, an amount equal to the greatest of (a) the excess, if any, of the Class A Required Liquidity Amount over the Class A Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class A Letter of Credit if at the time of such calculation (A) such Class A Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class A Letter of Credit Provider of such Class A Letter of Credit, (C) such Class A Letter of Credit Provider shall have repudiated such Class A Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class A Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-4 Letter of Credit Provider of such Class A Letter of Credit, (b) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount (excluding therefrom the Class A Available Reserve Account Amount), in each case, as of such date and (c) the excess, if any, of the Class B Required Enhancement Amount over the Class B Enhancement Amount, in each case, as of such date.

“Class A Reserve Account” has the meaning specified in Section 3.8(a) of this Series Supplement.

“Class A Reserve Account Collateral” has the meaning specified in Section 3.8(d) of this Series Supplement.

“Class A Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class A Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class A Required Reserve Account Amount, in each case, as of such date.

“Class A Unhedged Percentage” means as of any date of determination, the result of 100% minus the Class A Hedged Percentage, as of such date.

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“Class A Unhedged Required Non-Eligible Vehicle Enhancement Percentage” means 22.50% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition).

“Class A Unhedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means 32.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition).

“Class A Unhedged Required Program Vehicle Enhancement Percentage” means 17.25% (or such lower percentage as may be agreed to by HVF and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition).

“Class A Weighted Average Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Percentage as of such date times the Class A Hedged Required Non-Eligible Vehicle Enhancement Percentage, (ii) the product of the Class A Unhedged Percentage as of such date times the Class A Unhedged Required Non-Eligible Vehicle Enhancement Percentage and (iii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-4 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-4 Closing Date).

“Class A Weighted Average Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Percentage as of such date times the Class A Hedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage, (ii) the product of the Class A Unhedged Percentage as of such date times the Class A Unhedged Required Other Non-Investment Grade Manufacturer Vehicle Enhancement Percentage and (iii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-4 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2005-4 Closing Date).

“Class A Weighted Average Required Program Vehicle Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of the Class A Hedged Percentage as of such date times the Class A Hedged Required Program Vehicle Enhancement Percentage and (ii) the product of the Class A Unhedged Percentage as of such date times the Class A Unhedged Required Program Vehicle Enhancement Percentage.

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“Class B Adjusted Enhancement Amount” means, the Class B Enhancement Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Liquidity Amount” means, the Class B Liquidity Amount, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit or (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof.

“Class B Adjusted Principal Amount” means, as of any date of determination, the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the excess, if any, of (I) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Collection Account and available for reduction of the Series 2005-4 Principal Amount, in each case, as of such date over (II) the Class A Principal Amount as of such date.

“Class B Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Class B Available Ford Cash Collateral Account Amount and (b) the Class B Available Non-Ford Cash Collateral Account Amount.

“Class B Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Class B Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Class B Reserve Account.

“Class B Cash Collateral Account” means a Class B Ford Cash Collateral Account and/or a Class B Non-Ford Cash Collateral Account, as the context may require.

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“Class B Cash Collateral Account Interest and Earnings” means with respect to a Class B Cash Collateral Account all interest and earnings (net of losses and investment expenses) paid on funds on deposit in such Class B Cash Collateral Account.

“Class B Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the Class B Available Non-Ford Cash Collateral Account Amount and (b) the least of (i) the excess, if any, of the Class B Adjusted Enhancement Amount (after giving effect to any withdrawal from the Class A Reserve Account and the Class B Reserve Account and any drawings under the Class A Letters of Credit (or any withdrawals from a Class A Cash Collateral Account, if any) and under the Class B Letters of Credit, in each case, on such Payment Date) over the Class B Required Enhancement Amount on such Payment Date and (ii) the excess, if any, of the Class B Adjusted Liquidity Amount (after giving effect to any withdrawal from the Class B Reserve Account on such Payment Date) over the Class B Required Liquidity Amount on such Payment Date.

“Class B Certificate of Credit Demand” means a certificate in the form of Annex A to a Class B Letter of Credit.

“Class B Certificate of Preference Payment Demand” means a certificate in the form of Annex C to a Class B Letter of Credit.

“Class B Certificate of Termination Demand” means a certificate in the form of Annex D to a Class B Letter of Credit.

“Class B Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to Class B Letter of Credit.

“Class B Deficiency Amount” means a Class B-1 Deficiency Amount or a Class B-2 Deficiency Amount.

“Class B Disbursement” shall mean any Class B LOC Credit Disbursement, any Class B LOC Preference Payment Disbursement, any Class B LOC Termination Disbursement or any Class B LOC Unpaid Demand Note Disbursement under the Class B Letters of Credit or any combination thereof, as the context may require.

“Class B Downgrade Event” has the meaning specified in Section 3.15(c) of this Series Supplement.

“Class B Eligible Ford Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Ford Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Ford Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s , as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

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“Class B Eligible Letter of Credit Provider” means, for so long as any Class A Notes are Outstanding, a Class A Eligible Letter of Credit Provider, and if no Class A Notes are Outstanding, a Person having, at the time of the issuance of the related Class B Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “A1” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Class B Enhancement Amount” means, as of any date of determination, the sum of (i) the Class B Overcollateralization Amount as of such date, (ii) the Class B Letter of Credit Amount as of such date, (iii) the Class A Letter of Credit Amount as of such date, (iv) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date)and (v) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Class B Enhancement Deficiency” means, on any day, the amount by which the Class B Adjusted Enhancement Amount is less than the Class B Required Enhancement Amount.

“Class B Ford Cash Collateral Account” has the meaning specified in Section 3.15(g)(I) of this Series Supplement.

“Class B Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.15(a)(I) of this Series Supplement.

“Class B Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Ford Letter of Credit Liquidity Amount as of such date.

“Class B Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-2 to this Series Supplement, issued for the account of Ford or an affiliate thereof by a Class B Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-4 Noteholders.

“Class B Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Ford Letter of Credit, as specified therein, and (b) if a Class B Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class B Available Ford Cash Collateral Account Amount on such date.

“Class B Ford Letter of Credit Provider” means the issuer of a Class B Ford Letter of Credit.

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“Class B Letter of Credit” means (i) a Class B Ford Letter of Credit or (ii) a Class B Non-Ford Letter of Credit.

“Class B Letter of Credit Amount” means, as of any date of determination, the sum of the Class B Ford Letter of Credit Liquidity Amount on such date and the Class B Non-Ford Letter of Credit Amount on such date.

“Class B Letter of Credit Expiration Date” means, with respect to any Class B Letter of Credit, the expiration date set forth in such Class B Letter of Credit, as such date may be extended in accordance with the terms of such Class B Letter of Credit.

“Class B Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Letter of Credit, as specified therein, and (b) if a Class B Cash Collateral Account has been established and funded pursuant to Section 3.15(g) of this Series Supplement, the Class B Available Cash Collateral Account Amount on such date.

“Class B Letter of Credit Provider” means the issuer of a Class B Letter of Credit.

“Class B Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Class B Letter of Credit Provider for draws under its Class B Letter of Credit, other than any such reimbursement agreement between Ford and a Class B Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Class B Liquidity Amount” means, as of any date of determination, the sum of (a) the Class B Letter of Credit Liquidity Amount and (b) the Class B Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Class B Liquidity Deficiency” means, as of any date of determination, the amount by which the Class B Adjusted Liquidity Amount is less than the Class B Required Liquidity Amount as of such date.

“Class B Liquidity Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Adjusted Liquidity Amount over the Class B Required Liquidity Amount, in each case, as of such date.

“Class B LOC Credit Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Credit Demand.

“Class B LOC Preference Payment Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Preference Payment Demand.

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“Class B LOC Termination Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Termination Demand.

“Class B LOC Unpaid Demand Note Disbursement” means an amount drawn under a Class B Letter of Credit pursuant to a Class B Certificate of Unpaid Demand Note Demand.

“Class B Monthly Interest” means, with respect to any Series 2005-4 Interest Period, the sum of Class B-1 Monthly Interest and Class B-2 Monthly Interest for such Series 2005-4 Interest Period.

“Class B Non-Ford Cash Collateral Account” has the meaning specified in Section 3.15(g)(II) of this Series Supplement.

“Class B Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 3.15(a)(II) of this Series Supplement.

“Class B Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Class B Non-Ford Letter of Credit Liquidity Amount as of such date.

“Class B Non-Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-2-1 to this Series Supplement, issued by a Class B Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2005-4 Noteholders, other than a Class B Ford Letter of Credit.

“Class B Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Class B Non-Ford Letters of Credit, as specified therein, and (ii) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.15 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date and (b) the result of (x) the outstanding principal amount of the Series 2005-4 Demand Note on such date minus (y) the Class A Non-Ford Letter of Credit Amount.

“Class B Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Class B Non-Ford Letter of Credit, as specified therein, and (b) if a Class B Non-Ford Cash Collateral Account has been established and funded pursuant to Section 3.9 of this Series Supplement, the Class B Available Non-Ford Cash Collateral Account Amount on such date.

“Class B Non-Ford Letter of Credit Provider” means the issuer of a Class B Non-Ford Letter of Credit.

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“Class B Noteholders” means, collectively, the Class B-1 Noteholders and the Class B-2 Noteholders.

“Class B Notes” means, collectively, the Class B-1 Notes and the Class B-2 Notes.

“Class B Notes Term Sheet” means with respect to each issuance of Class B Notes, the supplemental term sheet substantially in the form of Annex A to this Series Supplement setting forth the terms with respect to the Class B Notes being issued.

“Class B Notice of Reduction” means a notice in the form of Annex E to a Class B Letter of Credit.

“Class B Overcollateralization Amount” means as of any date of determination, (i) on which no Aggregate Asset Amount Deficiency exists, the Class B Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Series 2005-4 Asset Amount over the Series 2005-4 Adjusted Principal Amount, in each case as of such date.

“Class B Percentage” shall mean a fraction expressed as a percentage, the numerator of which is the Class B Principal Amount and the denominator of which is the Series 2005-4 Principal Amount.

“Class B Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-4 Demand Note and distributed to the Class B Noteholders in respect of amounts owing under the Class B Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Class B Principal Amount” means, as of any date of determination, the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount.

“Class B Purchase Agreement” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Class B Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Class B Required Enhancement Percentage as of such date and the Series 2005-4 Adjusted Principal Amount as of such date and (ii) the Class B Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2005-4 Limited Liquidation Event of Default, the Class B Required Enhancement Amount shall equal the lesser of (x) the Series 2005-4 Adjusted Principal Amount as of such date and (y) the sum of (l) the product of the Class B Required Enhancement Percentage as of such date of determination and the Series 2005-4 Adjusted Principal Amount as of the date of the occurrence of such Series 2005-4 Limited Liquidation Event of Default and (2) the Class B Required Enhancement Incremental Amount as of such date of determination.

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“Class B Required Enhancement Incremental Amount” means

(i)            as of the Series 2005-4 Closing Date, $0; and

(ii)           as of any date thereafter, the product of (A) the Series 2005-4 Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-4 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2005-4 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2005-4 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2005-4 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2005-4 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2005-4 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2005-4 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2005-4 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2005-4 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series 2005-4 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2005-4 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2005-4 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2005-4 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2005-4 Maximum Mercedes Amount as of such immediately preceding Business Day and (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2005-4 Maximum Aggregate BMW/Lexus/Mercedes/Audi

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Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Class B Required Enhancement Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of (i) the Class B Required Liquidity Percentage as of such date times (ii) the Class B Adjusted Principal Amount on such date.

“Class B Required Liquidity Percentage” shall have the meaning specified in the Initial Class B Notes Term Sheet.

“Class B Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Class B Required Enhancement Amount as of such date over (b) the sum of (i) the Class A Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Class B Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (iii) the Class A Letter of Credit Amount as of such date and (iv) the Class B Letter of Credit Amount as of such date.

“Class B 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 the Class B Required Liquidity Amount over the Class B Letter of Credit Liquidity Amount, in each case, as of such date, excluding from the calculation thereof the amount available to be drawn under any Class B Letter of Credit if at the time of such calculation (A) such Class B Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Class B Letter of Credit Provider of such Class B Letter of Credit, (C) such Class B Letter of Credit Provider shall have repudiated such Class B Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof or (D) a Class B Downgrade Event shall have occurred and be continuing for at least 30 days with respect to the Series 2005-4 Letter of Credit Provider of such Class B Letter of Credit, and (b) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount (excluding therefrom the Class B Available Reserve Account Amount), in each case, as of such date.

“Class B Reserve Account” has the meaning specified in Section 3.14(a) of this Series Supplement.

“Class B Reserve Account Collateral” has the meaning specified in Section 3.14(d) of this Series Supplement.

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“Class B Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Class B Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) over the Class B Required Reserve Account Amount, in each case, as of such date.

“Class B-1 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

“Class B-1 Initial Principal Amount” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Monthly Interest” means, with respect to any Series 2005-4 Interest Period, an amount equal to the product of (i) the Class B-1 Note Rate for such Series 2005-4 Interest Period, (ii) the Class B-1 Principal Amount on the first day of such Series 2005-4 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2005-4 Interest Period, the Class B-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2005-4 Interest Period and the denominator of which is 360.

“Class B-1 Note Rate” shall have the meaning with respect to the Class B-1 Notes specified in the related Class B Notes Term Sheet.

“Class B-1 Noteholder” means the Person in whose name a Class B-1 Note is registered in the Note Register.

“Class B-1 Notes” means any one of the Series 2005-4 Floating Rate Rental Car Asset Backed Notes, Class B-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3.  Definitive Class B-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-1 Percentage” means, as of any date of determination, the percentage equivalent of fraction, the numerator of which is the Class B-1 Principal Amount and the denominator of which is the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount.

“Class B-1 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-1 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-1 Notes executed as of such date minus (b) the amount of principal payments made to Class B-1 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-1 Noteholders that have been rescinded or otherwise returned by the Class B-1 Noteholders for any reason.

“Class B-2 Deficiency Amount” has the meaning specified in Section 3.3(g) of this Series Supplement.

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“Class B-2 Initial Principal Amount” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Monthly Interest” shall have the meaning specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes.

“Class B-2 Note Rate” shall have the meaning with respect to the Class B-2 Notes specified in the related Class B Notes Term Sheet.

“Class B-2 Noteholder” means the Person in whose name a Class B-2 Note is registered in the Note Register.

“Class B-2 Notes” means any one of the Series 2005-4 Fixed Rate Rental Car Asset Backed Notes, Class B-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3.  Definitive Class B-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class B-2 Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Class B-2 Principal Amount and the denominator of which is the sum of the Class B-1 Principal Amount and the Class B-2 Principal Amount.

“Class B-2 Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class B-2 Initial Principal Amount specified in the Class B Notes Term Sheet related to the issuance of the Class B-2 Notes minus (b) the amount of principal payments made to Class B-2 Noteholders on or prior to such date plus (c) the amount of any principal payments made to Class B-2 Noteholders that have been rescinded or otherwise returned by the Class B-2 Noteholders for any reason.

“Class Enhancement Amount” means the Class A Adjusted Enhancement Amount and/or the Class B Adjusted Enhancement Amount, as the context may require.

“Class Enhancement Deficiency” means a Class A Enhancement Deficiency and/or a Class B Enhancement Deficiency, as the context may require.

“Class Liquidity Amount” means the Class A Adjusted Liquidity Amount and/or the Class B Adjusted Liquidity Amount, as the context may require.

“Class Liquidity Deficiency” means a Class A Liquidity Deficiency and/or a Class B Liquidity Deficiency, as the context may require.

“Confirmation Condition” with respect to any Bankrupt Manufacturer means a condition that is satisfied when the bankruptcy court having jurisdiction over the Bankrupt Manufacturer issues an order that remains in effect approving: (i) the assumption of the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) by the Bankrupt Manufacturer or the trustee in bankruptcy of the Bankrupt Manufacturer under Section 365 of the Bankruptcy Code and, at the time of

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the assumption, all amounts due from the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured or (ii) the execution, delivery and performance by the Bankrupt Manufacturer of a new post-petition Eligible Manufacturer Program (and the related Assignment Agreements) on the same terms and covering the same Vehicles as the Bankrupt Manufacturer’s Manufacturer Program (and the related Assignment Agreements) in effect on the date the Bankrupt Manufacturer suffered an event of bankruptcy and, at the time of the execution and delivery of the new post-petition Eligible Manufacturer program, all amounts due and payable by the Bankrupt Manufacturer under the Manufacturer Program have been paid and all other defaults by the Bankrupt Manufacturer under the Manufacturer Program have been cured.

“Controlling Class” means the Class A Notes as long as any Class A Notes are Outstanding, and upon payment in full of the Class A Notes, the Class B Notes (in each case excluding any Series 2005-4 Notes held by HVF or any Affiliate of HVF).

“Decrease” means a Mandatory Decrease or a Voluntary Decrease, as applicable.

“Deficiency Amount” means the Class A Deficiency Amount and/or the Class B Deficiency Amount, as the context may require.

“Demand Notice” has the meaning specified in Section 3.13(d) of this Series Supplement.

“Disbursement” means, each Class A Disbursement and/or Class B Disbursement, as the context may require.

“Eligible Interest Rate Hedge Provider” means a counterparty to a Series 2005-4 Interest Rate Hedge who is a bank or other financial institution, that (A) has, or has all of its obligations under its Series 2005-4 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “A-1” from Standard & Poor’s and a long-term senior unsecured debt rating of at least “A+” from Standard & Poor’s, (B) has, or has all of its obligations under its Series 2005-4 Interest Rate Hedge guaranteed by a person that has, a short-term senior unsecured debt rating of “P-1” from Moody’s and a long-term senior unsecured debt rating of at least “A1” from Moody’s and (C) unless otherwise agreed to by Fitch, has, or has all of its obligations under its Series 2005-4 Interest Rate Hedge guaranteed by a person that has, a short-term senior and unsecured debt rating of at least “F1” from Fitch and a long-term senior unsecured debt rating of at least “A” from Fitch; provided that, for so long as any Class A Notes are Outstanding, each Eligible Interest Rate Hedge Provider shall be approved by the Insurer, such approval not to be unreasonably withheld or delayed.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program

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Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Eligible Series Enhancement Account” means any Series Account the amount on deposit in which is included in the Enhancement Amount with respect to the related Series of Notes and the Series Supplement with respect to which provides that, if there are any Ford Reimbursement Obligations outstanding, amounts on deposit therein may only be applied to pay principal of, or interest on, the related Series of Notes or to pay such Ford Reimbursement Obligations.

“Estimated Interest” has the meaning specified in Section 3.3(b) of this Series Supplement.

“Estimated Interest Adjustment Amount” means, with respect to any Determination Date, the result (whether a positive or negative number) of (i) the actual amount of Class A Adjusted Monthly Interest that accrued during the Estimated Interest

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Period which commenced on the immediately preceding Determination Date minus (ii) the Estimated Interest with respect to such Estimated Interest Period.

“Estimated Interest Adjustment Notice” has the meaning specified in Section 3.3(b) of this Series Supplement.

“Estimated Interest Period” has the meaning specified in Section 3.3(b) of this Series Supplement.

“Excluded Redesignated Vehicle” means each Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such Vehicle.

“Expected Final Payment Date” means the December 2009 Payment Date.

“Financial Assets” has the meaning specified in Section 3.11(b)(i) of this Series Supplement.

“Fleet Equity Amount” means, on any date of determination, the amount, if any, by which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount of cash and Permitted Investments on deposit in the (i) Class A Reserve Account, (ii) the Class B Reserve Account, (iii) the Class A Non-Ford Cash Collateral Account, (iv) the Class B Non-Ford Cash Collateral Account, (v) the Series 2005-4 Excess Collection Account after the required application of such funds in accordance with the priorities set forth in clauses (i) through (v) of Section 2.2(f) of this Series Supplement as of such date, (vi) the Series 2005-4 Collection Account and available for reduction of the Series 2005-4 Principal Amount as of such date, (vii) any Series-Specific Excess Collection Account (other than the Series 2005-4 Excess Collection Account) after the required application of such funds in accordance with the priorities set forth in the provisions of the related Series Supplement governing the distribution of amounts on deposit in such Series-Specific Excess Collection Account, other than amounts that are permitted to be released to HVF, (viii) any Series-Specific Collection Account (other than the Series 2005-4 Collection Account) and available for reduction of the Principal Amount with respect to the related Series as of such date and (ix) any other Eligible Series Enhancement Account exceeds the aggregate Principal Amount of each Outstanding Series of Notes on such date.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Minimum Fleet Equity Amount as of such date.

“Ford Letter of Credit” means an irrevocable letter of credit issued for the account of Ford or an affiliate thereof in favor of the Trustee for the benefit of a Series of Notes or a class of a Series of Notes.

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“Ford LOC Disbursement” means any Class A LOC Credit Disbursement under a Class A Ford Letter of Credit or any Class B LOC Credit Disbursement under a Class B Ford Letter of Credit.

“Ford LOC Exposure Amount” means, on any date of determination, the sum of (a) the aggregate amount available to be drawn under all outstanding Ford Letters of Credit on such date, (b) the stated amount of Ford Letters of Credit that Ford is committed to provide to HVF on such date, after giving effect to the issuance of the Ford Letters of Credit referenced in clause (a), (c) the aggregate amount of cash and Permitted Investments on deposit in any Series Account (including the Class A Ford Cash Collateral Account and the Class B Ford Cash Collateral Account) funded by an amount drawn under a Ford Letter of Credit on such date and (d) (without double counting any amount included in the preceding clause (c)) any outstanding Ford Reimbursement Obligations on such date.

“Ford Reimbursement Obligations” means any and all obligations of HVF set forth in Section 3.17 of this Series Supplement and any other payment obligation of HVF in respect of a Ford Letter of Credit set forth in any other Series Supplement; provided, however that no Ford Reimbursement Obligation in respect of a disbursement made under a Ford Letter of Credit shall arise until such time as Ford has reimbursed the provider of such Ford Letter of Credit for such disbursement.

“HVF Service Vehicle Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to HVF Service Vehicles as of such date.

“HVF Service Vehicles” means, an HVF Vehicle used by Hertz’s employees, or to the extent permitted under the HVF Lease, employees of Hertz Equipment Rental Corporation.

“Hyundai Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is three months after the earlier of (i) the date such Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such Vehicle first occurred.

“Increase” has the meaning specified in Section 2.1(a) of this Series Supplement.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement, the Class

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Administrative Agent under the Class A Note Purchase Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF including, without limitation, any amounts owing from HVF under each Series 2005-4 Interest Rate Hedge (other than Monthly Hedge Payments).

“Initial Class B Interest Period” shall have the meaning with respect to any Class B Note specified in the related Class B Notes Term Sheet.

“Initial Class B Notes Term Sheet” means the Class B Notes Term Sheet relating to the initial issuance of Class B Notes.

“Insurance Agreement” means the Insurance Agreement, dated as of December 21, 2005, among the Insurer, the Trustee and HVF, which shall constitute an “Enhancement Agreement” with respect the Class A Notes for all purposes under the Indenture.

“Insurance Policy” means the Note Guaranty Insurance Policy No. 47444, dated December 21, 2005, issued by the Insurer.

“Insured Principal Deficit Amount” means, with respect to any Payment Date, the excess, if any, of (a) the Class A Outstanding Principal Amount measured as of such Payment Date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the sum on such Payment Date of (i) the Class A Asset Amount, (ii) the Class A Available Reserve Account Amount, (iii) the Class A Letter of Credit Amount, (iv) the Class B Available Reserve Account Amount, (v) the Class B Letter of Credit Amount, (vi) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Excess Collection Account and (vii) the amount on deposit in the Series 2005-4 Distribution Account and allocated to effect a redemption of the Class A Notes of any Class.

“Insurer” means MBIA Insurance Corporation, a New York corporation.  The Insurer shall constitute an “Enhancement Provider” with respect to the Class A Notes for all purposes under the Indenture and the other Related Documents.

“Insurer Default” means (i) any failure by the Insurer to pay a demand for payment made in accordance with the requirements of the Insurance Policy and such failure shall not have been cured or (ii) the occurrence of an Insurer Insolvency Event with respect to the Insurer.

“Insurer Fee” has the meaning set forth in the Insurance Agreement.

“Insurer Insolvency Event” shall be deemed to have occurred with respect to the Insurer if:

(a)           a rehabilitation or liquidation proceeding shall be commenced against the Insurer, without the consent of the Insurer, seeking the rehabilitation or liquidation of the Insurer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Insurer or all or any substantial part of its assets,

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or any similar action with respect to the Insurer under any law relating to rehabilitation, liquidation, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or

(b)           the Insurer shall commence a voluntary proceeding under any applicable rehabilitation, 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 the Insurer or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c)           the board of directors of the Insurer shall vote to implement any of the actions set forth in clause (b) above.

“Insurer Reimbursement Amounts” means, as of any date of determination, (i) an amount equal to the aggregate of any amounts due as of such date to the Insurer pursuant to the Insurance Agreement in respect of unreimbursed draws under the Insurance Policy, including interest thereon determined in accordance with the Insurance Agreement, and (ii) an amount equal to the aggregate of any other amounts due as of such date to the Insurer pursuant to the Insurance Agreement (other than the Insurer Fee).

“Interest Rate Hedge Provider” means HVF’s counterparty under a Series 2005-4 Interest Rate Hedge.  Each Interest Rate Hedge Provider, for so long as such Interest Rate Hedge Provider is not in default under its Series 2005-4 Interest Rate Hedge, and such Series 2005-4 Interest Rate Hedge continues to be in effect, shall constitute an “Enhancement Provider” with respect to the Series 2005-4 Notes for all purposes under the Indenture and the other Related Documents.

“Jaguar Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Jaguar as of such date.

“Kia Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Land Rover Program Amount and the Land Rover Non-Program Amount as of such date.

“Land Rover Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Land Rover as of such date.

“Land Rover Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Land Rover as of such date.

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“Lease Payment Deficit Notice” has the meaning specified in Section 3.3(c) of this Series Supplement.

“Legal Final Payment Date” means the December 2010 Payment Date.

“Lexus Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Lexus as of such date.

“LIBOR Determination Date” means, with respect to any Series 2005-4 Interest Period, the second London Business Day preceding the first day of such Series 2005-4 Interest Period.

“LOC Preference Payment Disbursement” means a Class A LOC Preference Payment Disbursement and/or a Class B LOC Preference Payment Disbursement, as the context may require.

“London Business Day” means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

“Mandatory Decrease” has the meaning specified in Section 2.2(a) of this Series Supplement.

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles

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that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts

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set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Market Value Average” means, as of any day on or after the third Determination 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 such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of the preceding Determination Date and the two Determination Dates precedent thereto.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Mazda Program Amount and the Mazda Non-Program Amount as of such date.

“Mazda Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Mazda as of such date.

“Mazda Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mitsubishi as of such date.

“Monthly Hedge Payment” means, for any Payment Date, the excess, if any, of (i) the aggregate amount payable by HVF as the “Fixed Amount” under each Series 2005-4 Interest Rate Hedge on such Payment Date over (ii) the aggregate amount payable to HVF as the “Floating Amount” under each such Series 2005-4 Interest Rate Hedge on such Payment Date, in each case excluding any termination payments under such Series 2005-4 Interest Rate Hedges.

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“Monthly Total Principal Allocation” means for any Related Month the sum of all Series 2005-4 Principal Allocations with respect to such Related Month plus any amounts deposited in the Series 2005-4 Collection Account pursuant to Section 3.3(h)(vi)(B) of this Series Supplement.

“New York UCC” has the meaning specified in Section 3.11(b)(i) of this Series Supplement.

“Non-Class B Rated Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer, who as of such date had a long-term unsecured debt rating of less than “BBB-” from Fitch or, if unrated by Fitch, each Eligible Program Manufacturer, who as of such date had a long-term unsecured debt rating (or the equivalent thereof from Moody’s or Standard & Poor’s, as applicable) of less than “Baa3” from Moody’s or less than “BBB-” from Standard & Poor’s, and, if the Class B Notes are rated by Standard & Poor’s, a long-term unsecured debt rating of less than “BBB-” and, if the Class B Notes are rated by Moody’s a long-term unsecured debt rating of less than “Baa3” provided that upon the downgrade of a Manufacturer by Fitch or, if unrated by Fitch or the Class B Notes are rated by Moody’s or Standard & Poor’s, by Moody’s or Standard & Poor’s, as applicable, to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-” by Fitch or, if unrated by Fitch or the Class B Notes are rated by Moody’s or Standard & Poor’s, rated “BBB-” and/or “Baa3”, as applicable, by each Rating Agency that downgraded such Manufacturer for a period of 30 days following the date on which the Administrator obtains actual knowledge of such downgrade; provided further that, unless otherwise agreed to by Fitch, (x) for so long as Ford is rated “BBB-” or lower by Fitch, Ford shall be considered a “Non-Class B Rated Eligible Program Manufacturer” and (y) for so long as GM is rated “BBB-” or lower by Fitch, GM shall be considered a “Non-Class B Rated Eligible Program Manufacturer”.

“Non-Class B Rated Eligible Program Manufacturer Amount” means, as of any date of determination, the sum for all Non-Class B Rated Eligible Program Manufacturers of an amount, with respect to each Non-Class B Rated Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Class B Rated Eligible Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to

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Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Class B Rated Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Class B Rated Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Class B Rated Eligible Program Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Non-Class B Rated Eligible Program Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all HVF Vehicles that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above)

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from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment

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Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Investment Grade Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or the Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Eligible Program Manufacturer Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Eligible Program Manufacturers of an amount, with respect to each Non-Investment Grade Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Eligible Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Investment Grade Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of

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such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Investment Grade Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Investment Grade Manufacturer” means, as of any date of determination, each Eligible Manufacturer who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s, at least “Baa3” from Moody’s and, unless otherwise agreed to by Fitch, at least “BBB-” by Fitch; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-”, “Baa3” and/or “BBB-”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or Insurer notifies the Administrator of such downgrade.

“Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for all Non-Investment Grade Manufacturers of an amount, with respect to each Non-Investment Grade Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Manufacturer and not turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of

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Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to its Manufacturer Program with such Non-Investment Grade Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by such Non-Investment Grade Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by such Non-Investment Grade Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

“One-Month LIBOR” means, for each Series 2005-4 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month, that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on

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Telerate Page 3750, One-Month LIBOR will mean, for such Series 2005-4 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided, further, that if fewer than two quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series 2005-4 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2005-4 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally, that if no such quotes are provided, “One-Month LIBOR” for such Series 2005-4 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2005-4 Interest Period.

“Outstanding” means with respect to the Series 2005-4 Notes, all Series 2005-4 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2005-4 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2005-4 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2005-4 Distribution Account and are available for payment of such Series 2005-4 Notes, and Series 2005-4 Notes which are considered paid pursuant to Section 8.1 of the Base Indenture, or (c) Series 2005-4 Notes in exchange for or in lieu of other Series 2005-4 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2005-4 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 3.2(d) of this Series Supplement.

“Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2005-4 Demand Note and distributed to the Series 2005-4 Noteholders in respect of amounts owing under the Series 2005-4 Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Series 2005-4 Adjusted Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the Series 2005-4 Asset Amount on such date; provided, however, the Principal Deficit Amount on any date that is prior to the Legal Final Payment Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Series 2005-4 Adjusted Principal Amount on such date (after giving effect to the distribution of

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the Monthly Total Principal Allocation for the Related Month) over (y) the sum of (1) the Series 2005-4 Asset Amount on such date and (2) the lesser of (a) the Series 2005-4 Liquidity Amount on such date and (b) the Series 2005-4 Required Liquidity Amount on such date.

“Pro Rata Share” means, (a) with respect to any Series 2005-4 Non-Ford Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-4 Non-Ford Letter of Credit Provider’s Series 2005-4 Non-Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-4 Non-Ford Letters of Credit, relating to the same Class of Series 2005-4 Notes as such Series 2005-4 Non-Ford Letter of Credit Provider’s Series 2005-4 Non-Ford Letter of Credit, as of such date and (b) with respect to any Series 2005-4 Ford Letter of Credit Provider as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2005-4 Ford Letter of Credit Provider’s Series 2005-4 Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2005-4 Ford Letters of Credit relating to the same Class of Series 2005-4 Notes as such Series 2005-4 Ford Letter of Credit Provider’s Series 2005-4 Ford Letter of Credit, as of such date; provided, that only for purposes of calculating the Pro Rata Share with respect to any Series 2005-4 Letter of Credit Provider as of any date, if such Series 2005-4 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2005-4 Letter of Credit made prior to such date, the available amount under such Series 2005-4 Letter of Credit Provider’s Series 2005-4 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 Series 2005-4 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce a Series 2005-4 Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Series 2005-4 Letter of Credit).

“QIB” has the meaning specified in Section 6.2 of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2005-4 Notes, Standard & Poor’s, Moody’s and Fitch and any other nationally recognized rating agency rating the Series 2005-4 Notes at the request of HVF.

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof.

“Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

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“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 6.2(b) of this Series Supplement.

“Required Minimum Fleet Equity Amount” means, on any date of determination, an amount equal to four times the Ford LOC Exposure Amount as of such date.

“Required Noteholders” means with respect to the Series 2005-4 Notes, subject to Section 7.7 of this Series Supplement, Series 2005-4 Noteholders holding more than 50% of the Series 2005-4 Principal Amount (excluding any Series 2005-4 Notes held by HVF or any Affiliate of HVF).

“Restricted Global Notes” has the meaning specified in Section 6.2(a) of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes, and all other Series 2005-4 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Section 6.4(i)(iv) of this Series Supplement.

“Restricted Period” means, with respect to any Series 2005-4 Notes issued on the Series 2005-4 Closing Date, the period commencing on such Series 2005-4 Closing Date and ending on the 40th day after such Series 2005-4 Closing Date, and with respect to any Class B Notes issued on a Series 2005-4 Class B Notes Closing Date, the period commencing on such Series 2005-4 Class B Notes Closing Date and ending on the 40th day after such Series 2005-4 Class B Notes Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Senior Credit Facilities” means the Servicer’s Senior Term Facility and Senior ABL Facility, each of which will be provided under credit agreements, to be dated as of the date hereof, among the Servicer and (with respect to the Senior ABL Facility only) Hertz Equipment Rental Corporation and certain of the Servicer’s other subsidiaries, as borrower, Deutsche Bank AG Cayman Islands Branch Inc., as administrative agent, Lehman Commercial Paper Inc., as syndication agent, Merrill Lynch Capital Corporation, as sole documentation agent, and the other financial institutions party thereto from time to time.

“Series 2005-1 Notes” means the Series 2005-1 Medium Term Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-2 Notes” means the Series 2005-2 Medium Term Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series

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Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-3 Notes” means the Series 2005-3 Variable Funding Rental Car Asset Backed Notes issued by HVF on the date hereof under that certain Series Supplement to the Base Indenture, dated as of the date hereof (as amended, modified, restated or supplemented from time to time in accordance with the terms thereof), by and between HVF and the Trustee.

“Series 2005-4 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2005-4 Notes as of such date, (ii) the Insurer Fee, if any, accrued to such date and payable by HVF on the next succeeding Payment Date, (iii) any other amounts due or accrued as of such date and payable to the Insurer pursuant to the Insurance Agreement (other than unreimbursed amounts drawn under the Insurance Policy to pay the principal of the Series 2005-4 Notes) on or prior to the next succeeding Payment Date, (iv) the Monthly Hedge Payment and (v) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2005-4 Percentage as of the Determination Date immediately preceding such Payment Date.

“Series 2005-4 Accrued Interest Account” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-4 Adjusted Principal Amount” means, as of any date of determination, the sum of the Class A Adjusted Principal Amount and the Class B Adjusted Principal Amount, in each case, as of such date.

“Series 2005-4 Asset Amount” means, as of any date of determination, the product of (i) the Series 2005-4 Invested Percentage (with respect to principal) as of such date and (ii) the Aggregate Asset Amount as of such date.

“Series 2005-4 Cash Collateral Accounts” means the Class A Cash Collateral Account and the Class B Cash Collateral Account.

“Series 2005-4 Class B Notes Closing Date” means, with respect to any issuance of Class B Notes, the date specified in the Class B Notes Term Sheet related to such issuance of Class B Notes.

“Series 2005-4 Closing Date” means December 21, 2005.

“Series 2005-4 Collateral” means the Collateral, any Series 2005-4 Interest Rate Hedges, each Series 2005-4 Letter of Credit, the Series 2005-4 Series Account Collateral, the Class A Cash Collateral Account Collateral, the Class B Cash Collateral Account Collateral, the Series 2005-4 Demand Note, the Series 2005-4 Distribution Account Collateral, the Class A Reserve Account Collateral and the Class B Reserve Account Collateral.

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“Series 2005-4 Collection Account” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-4 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

“Series 2005-4 Demand Note Payment Amount” means, as of any date of determination, the excess, if any, of (a) the aggregate amount of all proceeds of demands made on the Series 2005-4 Demand Note that were deposited into the Series 2005-4 Distribution Account and paid to the Series 2005-4 Noteholders during the one year period ending on such date of determination over (b) the amount of any Preference Amount relating to such proceeds that has been repaid to HVF (or any payee of HVF) with the proceeds of any LOC Preference Payment Disbursement (or any withdrawal from any Series 2005-4 Cash Collateral Account); provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred on or before such date of determination, the Series 2005-4 Demand Note Payment Amount shall equal (i) on any date of determination until the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon which the statute of limitations in respect of avoidance actions in such proceedings has run or when such actions otherwise become unavailable to the bankruptcy estate), the Series 2005-4 Demand Note Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy and (ii) on any date of determination thereafter, $0.

“Series 2005-4 Deposit Date” has the meaning specified in Section 3.2 of this Series Supplement.

“Series 2005-4 Designated Account” has the meaning specified in Section 3.11(a) of this Series Supplement.

“Series 2005-4 Distribution Account” has the meaning specified in Section 3.10(a) of this Series Supplement.

“Series 2005-4 Distribution Account Collateral” has the meaning specified in Section 3.10(d) of this Series Supplement.

“Series 2005-4 Excess Collection Account” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series 2005-4 Ford Letter of Credit” means each Class A Ford Letter of Credit and each Class B Ford Letter of Credit, as the context may require.

“Series 2005-4 Ford Letter of Credit Provider” means each Class A Ford Letter of Credit Provider and each Class B Ford Letter of Credit Provider, as the context may require.

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“Series 2005-4 Ford Letter of Credit Termination Date” means the date on which (i) all Series 2005-4 Ford Letters of Credit have expired or been terminated and returned to the Series 2005-4 Ford Letter of Credit Provider thereof, (ii) no Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all amounts distributable to Ford hereunder from the Series 2005-4 Cash Collateral Accounts.

“Series 2005-4 Global Note” means a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Series 2005-4 Interest Period” means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2005-4 Interest Period shall commence on and include the Series 2005-4 Closing Date and end on and include January 24, 2006.

“Series 2005-4 Interest Rate Hedge” is defined in Section 3.12(a) of this Series Supplement; provided that for the avoidance of doubt each Series 2005-4 Interest Rate Hedge shall constitute a “Series-Specific Swap Agreement”, but shall not constitute a “Swap Agreement” for all purposes under the Base Indenture or any other Related Document.

“Series 2005-4 Invested Percentage” means on any date of determination:

(a)           when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be equal to the Series 2005-4 Required Adjusted Asset Amount, determined during the Series 2005-4 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2005-4 Closing Date, on the Series 2005-4 Closing Date), or, the Series 2005-4 Required Adjusted Asset Amount, determined during the Series 2005-4 Rapid Amortization Period, as of the last day of the Series 2005-4 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2005-4 Closing Date, as of the Series 2005-4 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

(b)           when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction, the numerator of which shall be the Series 2005-4 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2005-4 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-4 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF Lease from and

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excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-4 Accrued Interest Account from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-4 Lease Payment Deficit” means either a Series 2005-4 Lease Interest Payment Deficit or a Series 2005-4 Lease Principal Payment Deficit.

“Series 2005-4 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 Series 2005-4 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2005-4 Distribution Account pursuant to Section 3.5(e) of this Series Supplement on such preceding Payment Date on account of such Series 2005-4 Lease Principal Payment Deficit.

“Series 2005-4 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2005-4 Monthly Lease Principal Payment Deficit for such Payment Date and (b) the Series 2005-4 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2005-4 Letter of Credit” means a Class A Letter of Credit and/or a Class B Letter of Credit, as the context may require.

“Series 2005-4 Letter of Credit Provider” means a Class A Letter of Credit Provider and/or a Class B Letter of Credit Provider, as the context may require.

“Series 2005-4 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses (a) through (l) of Article IV of this Series Supplement that continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however, that any event or condition of the type specified in clauses (a) through (i) shall cease to constitute a Series 2005-4 Limited Liquidation Event of Default if (i) within such thirty (30) day period, such Amortization Event shall have been cured and (ii) the Trustee shall have received from the Series 2005-4 Noteholders holding more than 50% of the Controlling Class a waiver of the occurrence of such Series 2005-4 Limited Liquidation Event of Default.

“Series 2005-4 Liquidity Amount” means, as of any date of determination, the sum of (a) the Class A Liquidity Amount and (b) the Class B Liquidity Amount, in each case on such date.

“Series 2005-4 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series

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2005-4 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 15%).

“Series 2005-4 Maximum Amount” means any of the Series 2005-4 Maximum Hyundai Amount, the Series 2005-4 Maximum Jaguar Amount, the Series 2005-4 Maximum Kia Amount, the Series 2005-4 Maximum Land Rover Amount, the Series 2005-4 Maximum Mazda Amount, the Series 2005-4 Maximum Mitsubishi Amount, the Series 2005-4 Maximum Subaru Amount, the Series 2005-4 Maximum Volvo Amount, the Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2005-4 Maximum Non-Eligible Manufacturer Amount, the Series 2005-4 Maximum Non-Eligible Vehicle Amount, the Series 2005-4 Maximum Audi Amount, the Series 2005-4 Maximum BMW Amount, the Series 2005-4 Maximum Lexus Amount, the Series 2005-4 Maximum Mercedes Amount, the Series 2005-4 Maximum Aggregate BMW/Lexus/Audi Mercedes Amount and the Series 2005-4 Maximum HVF Service Vehicle Amount.

“Series 2005-4 Maximum Audi Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day  (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 8%).

“Series 2005-4 Maximum BMW Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-4 Maximum HVF Service Vehicle Amount” means, as of any day, an amount equal to 2% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Kia Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

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“Series 2005-4 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-4 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, with respect to any Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2005-4 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Mercedes Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Class A Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2005-4 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2005-4 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 65% of the Adjusted Aggregate Asset Amount.

“Series 2005-4 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2005-4 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2005-4 Collection Account if all payments required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 3.2(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2005-4 Collection Account (without giving effect to any amounts deposited into the Series 2005-4 Accrued Interest Account pursuant to the proviso in Section 3.2(c)(ii) of this Series

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Supplement) from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2005-4 Non-Ford Letter of Credit” means each Class A Non-Ford Letter of Credit and each Class B Non-Ford Letter of Credit, as the context may require.

“Series 2005-4 Non-Ford Letter of Credit Provider” means each Class A Non-Ford Letter of Credit Provider and each Class B Non-Ford Letter of Credit Provider, as the context may require.

“Series 2005-4 Note Rate” means the Class A Note Rate, the Class B-1 Note Rate or the Class B-2 Note Rate, as the context may require.

“Series 2005-4 Noteholders” means, collectively, the Class A Noteholders and the Class B Noteholders.

“Series 2005-4 Notes” means, collectively, the Class A Notes and the Class B Notes.

“Series 2005-4 Past Due Rent Payment” has the meaning specified in Section 3.2(d) of this Series Supplement.

“Series 2005-4 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2005-4 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

“Series 2005-4 Principal Allocation” has the meaning specified in Section 3.2 (a)(ii) of this Series Supplement.

“Series 2005-4 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.

“Series 2005-4 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2005-4 Notes and ending upon the earlier to occur of (i) the date on which (A) the Series 2005-4 Notes are fully paid, (B) the Insurer has been paid all Insurer Fees and all Insurer Reimbursement Amounts then due, (C) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-4 Interest Rate Hedge, and (D) the Series 2005-4 Ford Letter of Credit Termination Date and (ii) the termination of the Indenture.

“Series 2005-4 Rating Agency Condition” means, with respect to the Series 2005-4 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency shall have notified HVF, the Insurer and the Trustee in writing that such action will not result in a reduction or withdrawal of the ratings of the

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Class A Notes (both with and without regard to the Insurance Policy in effect immediately before the taking of such action) or the Class B Notes.

“Series 2005-4 Required Adjusted Asset Amount” means, as of any date of determination, the sum of (i) the excess, if any, of (A) the Class A Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Collection Account that, in the case of each of (i)(B)(1) and (i)(B)(2), is required to be applied to reduce the Class A Principal Amount, as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the excess, if any, of (A) the Class B Principal Amount as of such date over (B) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Excess Collection Account and (2) the amount of cash and Permitted Investments on deposit in the Series 2005-4 Collection Account that, in the case of each of (ii)(B)(1) and (ii)(B)(2),is required to be applied to reduce the Class B Principal Amount, as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-4 Required Asset Amount” means, as of any date of determination, the sum of (i) the Class A Adjusted Principal Amount as of such date and (ii) the greater of (x) the Class A Required Overcollateralization Amount as of such date and (y) the sum of (a) the Class B Adjusted Principal Amount as of such date and (b) the Class B Required Overcollateralization Amount as of such date.

“Series 2005-4 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2005-4 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

“Series 2005-4 Required Liquidity Amount” means, as of any date of determination, an amount equal to the sum of (i) the Class A Required Liquidity Amount and (ii) the Class B Required Liquidity Amount, in each case on such date.

“Series 2005-4 Revolving Period” means the period from and including the Series 2005-4 Closing Date to the earlier of (i) the Commitment Termination Date or (ii) the commencement of the Series 2005-4 Rapid Amortization Period.

“Series 2005-4 Series Account Collateral” has the meaning specified in Section 3.1(d) of this Series Supplement.

“Series 2005-4 Series Accounts” has the meaning specified in Section 3.1(a) of this Series Supplement.

“Series-Specific Collection Account” means the collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such collection account to the payment of Ford Reimbursement Obligations, after the payment of

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principal of such Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series-Specific Excess Collection Account” means the excess collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such excess collection account to the payment of Ford Reimbursement Obligations after the payment of principal of such Series of Notes or any other Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series Supplement” has the meaning set forth in the preamble.

“Servicer Event of Default” means the occurrence of an event that results in amounts due under the Servicer’s Senior Credit Facilities becoming immediately due and payable and that has not been waived by the lenders under such facilities.

“Shadow Rating” means the rating of the Class A Notes by Standard & Poor’s or Moody’s, as applicable, without giving effect to the Insurance Policy.

“Subaru Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case with respect to Subaru as of such date.

“Telerate Page 3750” means the display page so designated on the Moneyline Telerate Service or any other page that may replace that page on that service for the purpose of displaying comparable rates or prices.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, that if the NADA Guide was not published in the Related Month or the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided, further, that

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if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value of such HVF Vehicle shall mean the Net Book Value of such HVF Vehicle; provided, further, that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source selected by the Servicer and approved by each Rating Agency that is rating any Series of Notes and, so long as any Class A Notes are Outstanding, the Insurer (such approval not to be unreasonably withheld or delayed), at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year; provided, further, that if no such third-party data source or methodology shall have been so approved or any such third-party source or methodology is not available, the Third-Party Market Value of such HVF Vehicle shall be equal to a reasonable estimate of the wholesale market value of such Vehicle as determined by the Servicer, based on the Net Book Value of such Vehicle and any other factors deemed relevant by the Servicer.

“Top Two Non-Investment Grade EPM Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in

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clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, the sum for both Top Two Non-Investment Grade Manufacturers of an amount, with respect to each Top Two Non-Investment Grade Manufacturers, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date: (i) the Net Book Value of all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and not turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not delivered and accepted for Auction pursuant to their Manufacturer Programs or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Top Two Non-Investment Grade Manufacturers with respect to Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles when turned in to and accepted by such Top Two Non-Investment Grade Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Top Two Non-Investment Grade Manufacturers, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof that have been turned in to and accepted by such Top Two Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with

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respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.5(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Top Two Non-Investment Grade Manufacturers in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles as of such date that were manufactured by such Top Two Non-Investment Grade Manufacturers or an Affiliate thereof and that have not been turned in to and accepted by such Top Two Non-Investment Grade Manufacturers pursuant to their Manufacturer Programs, not been delivered and accepted for Auction pursuant to their Manufacturer Programs and not otherwise been sold or deemed to be sold under the Related Documents.

“Top Two Non-Investment Grade Manufacturers” means, as of any date of determination, the two Non-Investment Grade Manufacturers with the largest portions of the Aggregate Asset Amount attributable to Vehicles manufactured by such Non-Investment Grade Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers) and amounts receivable from such Manufacturers (or one or more Affiliates of such Non-Investment Grade Manufacturers), in each case as of such date.

“Unrestricted Global Notes” has the meaning specified in Section 6.2(b) of this Series Supplement.

“Voluntary Decrease” has the meaning specified in Section 2.2(b) of this Series Supplement.

“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Volvo Program Amount and the Volvo Non-Program Amount as of such date.

“Volvo Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Volvo as of such date.

“Volvo Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Volvo as of such date.

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ARTICLE II

INITIAL ISSUANCE AND INCREASES AND DECREASES
OF PRINCIPAL AMOUNT OF CLASS A NOTES

Section 2.1.            Initial Issuance; Procedure for Increasing the Class A Principal Amount.

(a)           Subject to satisfaction of the conditions precedent set forth in subsection (b) of this Section 2.1 (in the case of subsections (b)(i), (b)(ii), (b)(iii), (b)(iv), (b)(v), (b)(vi) and (b)(vii) of this Section 2.1, as evidenced by an Advance Request delivered to the Trustee as to which the Trustee may rely) (i) on the Series 2005-4 Closing Date, HVF may issue Class A Notes in the aggregate initial principal amount equal to the Class A Initial Principal Amount and (ii) on any Business Day during the Series 2005-4 Revolving Period, HVF may, in accordance with the Class A Note Purchase Agreement, increase the Class A Principal Amount (such increase referred to as an “Increase”), by issuing, at par, ratable amounts of additional principal amounts of the Class A Notes.  Each Increase shall be made in accordance with the provisions of Sections 2.02 and 2.03 of the Class A Note Purchase Agreement and shall be ratably allocated among the Class A Notes, based on their respective portion of the Class A Principal Amount.  Proceeds from the initial issuance of the Class A Notes and from any Increase shall be deposited into the Series 2005-4 Collection Account and allocated in accordance with Article III hereof.  Upon each Increase, the Trustee shall, or shall cause the Registrar to, indicate in the Note Register such Increase.

(b)           The initial Class A Notes will be issued on the Series 2005-4 Closing Date and the Class A Principal Amount may be increased on any Business Day during the Series 2005-4 Revolving Period (subject to the limitations set forth in Section 2.2(a) below), in each case pursuant to subsection (a) above, only upon satisfaction of each of the following conditions with respect to such initial issuance and each proposed Increase:

(i)            the amount of such issuance or Increase shall be equal to or greater than $2,500,000 and integral multiples of $100,000 in excess thereof;

(ii)           after giving effect to such issuance or Increase, (A) the Investor Group Principal Amount with respect to such Investor Group shall not exceed the Maximum Investor Group Principal Amount with respect to such Investor Group and (B) the Class A Principal Amount shall not exceed the Class A Maximum Principal Amount;

(iii)          after giving effect to such issuance or Increase and the application of the proceeds thereof, no Class Enhancement Deficiency, Class  Liquidity Deficiency or Aggregate Asset Amount Deficiency shall exist;

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(iv)          after giving effect to such Increase and the application of the proceeds thereof, the amount on deposit in the Class A Reserve Account shall be equal to or greater than the Class A Required Reserve Account Amount;

(v)           no Series 2005-4 Amortization Event has occurred and is continuing and such issuance or Increase and the application of the proceeds thereof will not result in the occurrence of (1) an Amortization Event with respect to the Series 2005-4 Notes or a Series 2005-4 Limited Liquidation Event of Default, or (2) an event or occurrence, which, with the passing of time or the giving of notice thereof, or both, would become an Amortization Event with respect to the Series 2005-4 Notes or a Series 2005-4 Limited Liquidation Event of Default;

(vi)          all representations and warranties set forth in Article 7 of the Base Indenture shall be true and correct with the same effect as if made on and as of such date (except to the extent such representations relate to an earlier date); and

(vii)         All conditions precedent to the making of advances under each Class A Note Purchase Agreement shall have been satisfied.

Section 2.2.            Procedure for Decreasing the Class A Principal Amount.

(a)           Mandatory Decrease.  Whenever (i) a Class Enhancement Deficiency exists, then, on or before the Payment Date immediately following discovery of such Class Enhancement Deficiency, HVF shall apply funds in the Series 2005-4 Excess Collection Account in accordance with Section 3.2(f) of this Series Supplement, to make a pro rata reduction in the Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Class A Principal Amount on such Payment Date, no such Class Enhancement Deficiency shall exist and (y) the amount that would reduce the Class A Principal Amount to zero, (ii) an Aggregate Asset Amount Deficiency exists, then, on or before the Payment Date immediately following discovery of such Aggregate Asset Amount Deficiency, HVF shall allocate to and deposit in the Series 2005-4 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below) in an amount equal to the lesser of (x) the Series 2005-4 Invested Percentage (with respect to Principal Collections) of the amount of such Aggregate Asset Amount Deficiency and (y) the Class A Principal Amount as of the date of application of such funds and (iii) a Class A Excess Principal Event shall have occurred, then, on or before the Payment Date immediately following discovery of such Class A Excess Principal Event, HVF shall allocate to and deposit in the Series 2005-4 Excess Collection Account to be applied in accordance with Section 3.2(f) of this Series Supplement, funds to make a pro rata reduction in the Class A Principal Amount (subject to the limitations specified in Section 2.2(c) below) by the lesser of (x) the amount necessary, so that after giving effect to all Decreases of the Class A Principal Amount on such Payment Date, no such Class A Excess Principal Event shall

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exist and (y) the amount that would reduce the Class A Principal Amount to zero (each reduction of the Class A Principal Amount pursuant to this Section 2.2(a), a “Mandatory Decrease”); plus, with respect to each clause above, any associated breakage costs (including Class A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 7.1 of this Series Supplement for optional repurchases).  Such Mandatory Decrease shall be ratably allocated among the Class A Noteholders, based on their respective portion of the Class A Principal Amount.  Upon discovery of such a Class Enhancement Deficiency, Aggregate Asset Amount Deficiency or Class A Excess Principal Event, HVF promptly, but in any event within 5 Business Days, shall deliver written notice (by facsimile with original to follow by mail) of any such Mandatory Decreases to the Trustee.

(b)           Voluntary Decrease.  On any Business Day, upon at least 3 Business Day’s prior notice to each Class A Noteholder, each Committed Note Purchaser and the Trustee, HVF may decrease the Class A Principal Amount (each such reduction of the Class A Principal Amount pursuant to this Section 2.2(b), a “Voluntary Decrease”) by withdrawing from the Series 2005-4 Excess Collection Account or, after the Series 2005-4 Revolving Period, the Series 2005-4 Collection Account, an amount (subject to the last sentence of this Section 2.2(b)) up to the sum of all Principal Collections on deposit in such accounts and, in the case of the Series 2005-4 Excess Collection Account, available for distribution to effect a Voluntary Decrease pursuant to Section 3.2(f) of this Series Supplement, and distributing pro rata to the Class A Noteholders in respect of principal of the Class A Notes, the amount of such withdrawal in accordance with Section 3.5(f);  plus any associated breakage costs (including Class A Commercial Paper discounts and interest scheduled to accrue through the maturity of such Class A Commercial Paper) incurred as a result of such decrease (calculated in accordance with the procedures outlined in Section 7.1 of this Series Supplement for optional repurchases).  Such Voluntary Decrease shall be ratably allocated among the Class A Noteholders, based on their respective portion of the Class A Principal Amount.  Each such Voluntary Decrease shall be, in the aggregate for all Class A Notes, in a minimum principal amount of $5,000,000 and integral multiples of $100,000 in excess thereof.

(c)           Upon distribution to the Class A Noteholders of principal of the Class A Notes in connection with each Decrease, the Trustee shall, or shall cause the Registrar to indicate in the Note Register such Decrease.  The amount of any Decrease shall not exceed the amount allocated to the Series 2005-4 Excess Collection Account or the Series 2005-4 Collection Account and available for distribution to Class A Noteholders in respect of principal of the Class A Notes on the date of such Decrease pursuant to the terms hereof.

ARTICLE III

SERIES 2005-4 ALLOCATIONS

With respect to the Series 2005-4 Notes only, the following shall apply:

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Section 3.1.            Series 2005-4 Series Accounts.

(a)           Establishment of Series 2005-4 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider three accounts: the Series 2005-4 Collection Account (such account, the “Series 2005-4 Collection Account”), the Series 2005-4 Accrued Interest Account (such account, the “Series 2005-4 Accrued Interest Account”) and the Series 2005-4 Excess Collection Account (such account, the “Series 2005-4 Excess Collection Account” and, together with the Series 2005-4 Collection Account and the Series 2005-4 Accrued Interest Account, the “Series 2005-4 Series Accounts”).  Each Series 2005-4 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  Each Series 2005-4 Series Account shall be an Eligible Deposit Account.  If a Series 2005-4 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2005-4 Series Account is no longer an Eligible Deposit Account, establish a new Series 2005-4 Series Account that is an Eligible Deposit Account.  If a new Series 2005-4 Series Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-4 Series Account into the new Series 2005-4 Series Account.  Initially, each of the Series 2005-4 Series Accounts will be established with The Bank of New York.

(b)           Administration of the Series 2005-4 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2005-4 Series Accounts to invest funds on deposit in such Series 2005-4 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2005-4 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-4 Excess Collection Account) and (y) any such investment in the Series 2005-4 Collection Account or the Series 2005-4 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-4 Collection Account or Series 2005-4 Accrued Interest Account), unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-4 Series Accounts shall remain uninvested.

(c)           Earnings from Series 2005-4 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series

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2005-4 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)           Series 2005-4 Series Accounts Constitute Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2005-4 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-4 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-4 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-4 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-4 Series Account Collateral”).

Section 3.2.            Allocations with Respect to the Series 2005-4 Notes.  The net proceeds from the initial sale of the Series 2005-4 Notes will be deposited into the Series 2005-4 Excess Collection Account.  All amounts payable to HVF under any Series 2005-4 Interest Rate Hedges will be deposited into the Series 2005-4 Collection Account.  On each Business Day on which the proceeds of any Increase or Collections are deposited into the Collection Account (each such date, a “Series 2005-4 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply from all amounts deposited into the Collection Account in accordance with the provisions of this Section 3.2:

(a)           Allocations of Collections During the Series 2005-4 Revolving Period.  During the Series 2005-4 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2005-4 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2005-4 Collection Account an amount equal to the sum of (A) the Series 2005-4 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2005-4 Interest Rate Hedges.  All such amounts deposited into the Series 2005-4 Collection Account shall thereafter be deposited into the Series 2005-4 Accrued Interest Account; and

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(ii)           allocate to and deposit in the Series 2005-4 Excess Collection Account (A) an amount equal to the Series 2005-4 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day, (B) on the Series 2005-4 Closing Date, the net proceeds from the issuance of the Series 2005-4 Notes and (C) on the date of any Increase, the proceeds of such Increase (for any such day, the “Series 2005-4 Principal Allocation”).

(b)           [Reserved].

(c)           Allocations of Collections During the Series 2005-4 Rapid Amortization Period.  During the Series 2005-4 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2005-4 Deposit Date, to apply from all amounts deposited into the Collection Account as set forth below:

(i)            allocate to and deposit in the Series 2005-4 Collection Account an amount determined as set forth in Section 3.2(a)(i) above for such day, which amount shall be thereafter allocated to and deposited in the Series 2005-4 Accrued Interest Account; and

(ii)           allocate to and deposit in the Series 2005-4 Collection Account an amount equal to the Series 2005-4 Principal Allocation for such day, which amount shall be used to make principal payments (I) on a pro rata basis in respect of the Class A Notes until the Class A Notes have been paid in full, (II) once the Class A Notes have been paid in full, on a pro rata basis in respect of the Class B Notes until the Class B Notes have been paid in full, (III) once the Class B Notes have been paid in full, to Ford, all unpaid Ford Reimbursement Obligations until Ford has been paid in full, and (IV) once Ford has been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, on a pro rata basis to each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-4 Interest Rate Hedge; provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2005-4 Notes, any amounts payable to the Trustee in respect of any Series 2005-4 Interest Rate Hedges and other amounts available pursuant to Section 3.3 of this Series Supplement to pay Class A Adjusted Monthly Interest and the Monthly Hedge Payment on the next succeeding Payment Date will be less than the sum of the Class A Adjusted Monthly Interest and the Monthly Hedge Payment for such Payment Date and (B) the Class A Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2005-4 Collection Account a portion of the Principal Collections allocated to the Series 2005-4 Notes during the Related Month equal to the lesser of such insufficiency and the Class A Enhancement Amount and deposit such amount into the Series 2005-4 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

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(d)           Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2005-4 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2005-4 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to allocate to and deposit in the Series 2005-4 Collection Account an amount equal to the Series 2005-4 Invested Percentage as of the date of the occurrence of such Series 2005-4 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2005-4 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2005-4 Collection Account and apply the Series 2005-4 Past Due Rent Payment in the following order:

(i)            if the occurrence of the related Series 2005-4 Lease Payment Deficit resulted in a demand for payment being made under the Insurance Policy, pay to the Insurer an amount equal to the lesser of (x) the unreimbursed amount of the payment made by the Insurer under the Insurance Policy in respect of such demand and (y) the amount of the Series 2005-4 Past Due Rent Payment;

(ii)           if the occurrence of the related Series 2005-4 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class A LOC Credit Disbursement and (y) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payment pursuant to clause (i) above;

(iii)          if the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a withdrawal being made from the Class A Ford Cash Collateral Account, deposit in the Class A Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the amount withdrawn from the Class A Ford Cash Collateral Account on account of such Series 2005-4 Lease Payment Deficit;

(iv)          if the occurrence of the related Series 2005-4 Lease Payment Deficit resulted in one or more Class A LOC Credit Disbursements being made under the Class A Non-Ford Letters of Credit, pay to each Class A Non-Ford Letter of Credit Provider who made such a Class A LOC Credit Disbursement for application in accordance with the provisions of the applicable Class A Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement and (y) such Class A Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class A Non-Ford Letter of Credit Provider’s Class A LOC Credit Disbursement, of the amount of the Series 2005-4 Past Due

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Rent Payment remaining after any payment pursuant to clauses (i) through (iii) above;

(v)           if the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a withdrawal being made from the Class A Non-Ford Cash Collateral Account, deposit in the Class A Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iv) above and (y) the amount withdrawn from the Class A Non-Ford Cash Collateral Account on account of such Series 2005-4 Lease Payment Deficit;

(vi)          if the occurrence of the related Series 2005-4 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such Class B LOC Credit Disbursement and (y) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (v) above;

(vii)         if the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a withdrawal being made from the Class B Ford Cash Collateral Account, deposit in the Class B Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vi) above and (y) the amount withdrawn from the Class B Ford Cash Collateral Account on account of such Series 2005-4 Lease Payment Deficit;

(viii)        if the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a withdrawal being made from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement, deposit in the Class A Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (vii) above and (y) the excess, if any, of the Class A Required Reserve Account Amount over the Class A Available Reserve Account Amount on such day;

(ix)           if the occurrence of the related Series 2005-4 Lease Payment Deficit resulted in one or more Class B LOC Credit Disbursements being made under the Class B Non-Ford Letters of Credit, pay to each Class B Non-Ford Letter of Credit Provider who made such a Class B LOC Credit Disbursement for application in accordance with the provisions of the applicable Class B Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement and (y) such Class B Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Class B Non-Ford Letter of Credit Provider’s Class B LOC Credit Disbursement, of the amount of the Series 2005-4 Past Due

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Rent Payment remaining after any payment pursuant to clauses (i) through (viii) above;

(x)            if the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a withdrawal being made from the Class B Non-Ford Cash Collateral Account, deposit in the Class B Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (ix) above and (y) the amount withdrawn from the Class B Non-Ford Cash Collateral Account on account of such Series 2005-4 Lease Payment Deficit;

(xi)           if the occurrence of such Series 2005-4 Lease Payment Deficit resulted in a withdrawal being made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement, deposit in the Class B Reserve Account an amount equal to the lesser of (x) the amount of the Series 2005-4 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (x) above and (y) the excess, if any, of the Class B Required Reserve Account Amount over the Class B Available Reserve Account Amount on such day;

(xii)          deposit into the Series 2005-4 Accrued Interest Account the amount, if any, by which the Series 2005-4 Lease Interest Payment Deficit, if any, relating to such Series 2005-4 Lease Payment Deficit exceeds the amount of the Series 2005-4 Past Due Rent Payment applied pursuant to clauses (i) through (xi) above; and

(xiii)         deposit into the Series 2005-4 Excess Collection Account and treat as Principal Collections the remaining amount of the Series 2005-4 Past Due Rent Payment.

(e)           Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2005-4 Notes (i) during the Series 2005-4 Revolving Period shall be deposited into the Series 2005-4 Excess Collection Account and applied in accordance with Section 3.2(f) of this Series Supplement and (ii) during the Series 2005-4 Rapid Amortization Period shall be deposited into the Series 2005-4 Collection Account and applied in accordance with Section 3.2(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2005-4 Notes, and after the Series 2005-4 Notes have been paid in full, to pay Ford all unpaid Ford Reimbursement Obligations and, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-4 Interest Rate Hedge.

(f)            Series 2005-4 Excess Collection Account.  Amounts deposited into the Series 2005-4 Excess Collection Account on any Series 2005-4 Deposit Date will be (i) first, withdrawn and deposited in the Class A Reserve Account in an amount up to the

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excess, if any, of the Class A Required Reserve Account Amount for such date over the Class A Available Reserve Account Amount for such date, (ii) second, used to make a Mandatory Decrease, if applicable, in accordance with Sections 2.2(a) and 3.5(f) of this Series Supplement, (iii) third, used to pay (a) the outstanding principal amount of the Class A Notes on the Expected Final Payment Date, and (b) the outstanding principal amount of the Class B-1 Notes and the Class B-2 Notes in that order on the Expected Final Payment Date, (iv) fourth, withdrawn and deposited in the Class B Reserve Account in an amount up to the excess, if any, of the Class B Required Reserve Account Amount for such date over the Class B Available Reserve Account Amount for such date, (v) fifth, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, (vi) sixth, used at the option of HVF to make a Voluntary Decrease in accordance with Sections 2.2(b) and 3.5(f) of this Series Supplement, (vii) seventh, used to pay Ford all unpaid Ford Reimbursement Obligations, (viii) eighth, used to pay each Interest Rate Hedge Provider all amounts due and owing to it under its Series 2005-4 Interest Rate Hedge and (ix) ninth, any remaining funds may be released to HVF, in the case of clauses (iv) through (ix), only to the extent that no Class Enhancement Deficiency or other Amortization Event with respect to the Series 2005-4 Notes would result therefrom or exist immediately thereafter and, in the case of clauses (viii) and (ix) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment or release or immediately after such payment or release, the Fleet Equity Condition would be satisfied. Notwithstanding the foregoing, on the first day of the Series 2005-4 Rapid Amortization Period, all funds on deposit in the Series 2005-4 Excess Collection Account will be withdrawn from the Series 2005-4 Excess Collection Account and deposited into the Series 2005-4 Collection Account and applied in accordance with Section 3.2(c)(ii) of this Series Supplement.

Section 3.3.            Application of Interest Collections.

On the fourth Business Day prior to each Payment Date, as provided below, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw, and on such Payment Date the Trustee, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn from the Series 2005-4 Accrued Interest Account pursuant to Section 3.3(b) below in respect of all funds available from any Series 2005-4 Interest Rate Hedges and Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 2005-4 Notes.

(a)           Appointment of Calculation Agent.  BNY MTC is hereby appointed Calculation Agent for the purpose of determining the Class B-1 Note Rate for each Series 2005-4 Interest Period.  On each LIBOR Determination Date, the Calculation Agent shall determine the Class B-1 Note Rate for the next succeeding Series 2005-4 Interest Period and deliver notice of the Class B-1 Note Rate to the Trustee and the Administrator.

(b)           Note Interest with respect to the Series 2005-4 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the

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Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2005-4 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2005-4 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2005-4 Interest Rate Hedge during that period in respect of (i) first, (I) first an amount equal to the sum of (A) the Class A Adjusted Monthly Interest (excluding amounts referenced in clause (ii) of the definition thereof to the extent duplicative of Class A Deficiency Amounts payable under clause (iii) below) for such Payment Date (the portion of such amount of Class A Adjusted Monthly Interest that will accrue for the period (each an, “Estimated Interest Period”) from and including the Determination Date immediately preceding such Payment Date to but excluding such Payment Date (such portion of the Class A Adjusted Monthly Interest with respect to any such Estimated Interest Period, the “Estimated Interest”) shall be estimated by the Administrator on such Determination Date) plus (B) the Estimated Interest Adjustment Amount with respect to such Determination Date and (II) second an amount equal to any Indenture Carrying Charges due to the Class A Noteholders and unpaid as of such Payment Date which are not included in the definition of Class A Adjusted Monthly Interest, (ii) second, an amount equal to the Monthly Hedge Payment, if any, for the next succeeding Payment Date, (iii) third, an amount equal to the unpaid Class A Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class A Deficiency Amounts), (iv) fourth, an amount equal to the Insurer Fee for such Series 2005-4 Interest Period plus any Insurer Reimbursement Amounts then due and owing, (v) fifth, an amount equal to the Class A Monthly Default Interest Amount, if any, for such Payment Date, (vi) sixth, an amount equal to the Class B Monthly Interest for the Series 2005-4 Interest Period ending on the day preceding such succeeding Payment Date and (vii) seventh, an amount equal to the unpaid Class B Deficiency Amounts, if any, as of the preceding Payment Date (together with any accrued interest on such Class B Deficiency Amounts).  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 3.3(b), from the Series 2005-4 Accrued Interest Account and deposit such amounts into the Series 2005-4 Distribution Account.

On or before 4:00 p.m. (New York City time) on the Business Day immediately preceding each Determination Date, the Administrator shall notify the Trustee of any Estimated Interest Adjustment Amount with respect to such Determination Date, such notification to be in the form of Exhibit I to this Series Supplement (each an “Estimated Interest Adjustment Notice”).

(c)           Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2005-4 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)           (i)  Withdrawals from the Class A Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-4 Accrued Interest Account are insufficient to pay the sum of the amounts

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described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class A Reserve Account and deposit in the Series 2005-4 Distribution Account on such Payment Date an amount equal to the lesser of the Class A Available Reserve Account Amount and such insufficiency.  The Trustee shall withdraw such amount from the Class A Reserve Account and deposit such amount in the Series 2005-4 Distribution Account.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be withdrawn from the Class A Reserve Account.

(ii)           Withdrawals from the Class B Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2005-4 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Class B Reserve Account and deposit in the Series 2005-4 Distribution Account on such Payment Date an amount equal to the lesser of the Class B Available Reserve Account Amount and the lesser of (I) such insufficiency and (II) the amounts described in clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement.  The Trustee shall withdraw such amount from the Class B Reserve Account and deposit such amount in the Series 2005-4 Distribution Account, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement.

(e)           Draws on Series 2005-4 Letters of Credit.  (I)  (X)  If the Administrator determines on any Payment Date that there exists a Series 2005-4 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class A Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) such Series 2005-4 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-4 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement on such Payment Date and (iii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  During the

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continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Non-Ford Letters of Credit or withdrawn from the Class A Non-Ford Cash Collateral Account.

(Y) If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date exceeds the amounts available from the Series 2005-4 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class A Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the excess, if any, of the sum of the amounts described in clauses (i), (ii), (iii) and (iv) of Section 3.3(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2005-4 Accrued Interest Account plus the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date and (ii) the Class A Ford Letter of Credit Liquidity Amount on the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date; provided, however, that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Class A Ford Letters of Credit or withdrawn from the Class A Ford Cash Collateral Account.

(II)           (X)  If the Administrator determines on any Payment Date that there exists a Series 2005-4 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Class B Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) the excess, if any, of such Series 2005-4 Lease Interest Payment Deficit over the sum of the amounts to be drawn on the Class A Non-Ford Letters of Credit (and/or withdrawn from the Class A Non-Ford Cash Collateral Accounts), (ii) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of

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this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-4 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement and (iii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (v) and (vi) of Section 3.3(b) of this Series Supplement; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit.

(Y) If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series Supplement on such Payment Date exceeds the sum of the amounts available from the Series 2005-4 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from the Class A Cash Collateral Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Class B Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the lesser of (A) the excess, if any, of the sum of the amounts described in clauses (i) through (vii) of Section 3.3(b) of this Series Supplement on such Payment Date over the sum of the amounts available from the Series 2005-4 Accrued Interest Account plus the sum of the amount withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement and the amount withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement and the amounts to be drawn on the Class B Non-Ford Letters of Credit (and/or withdrawn from the Class B Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date plus the amounts to be drawn on the Class A Letters of Credit (and/or withdrawn from

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the Class A Cash Collateral Accounts) pursuant to Section 3.3(e)(I) of this Series Supplement on such Payment Date and (B) the sum of the amounts described in clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement and (ii) the Class B Ford Letter of Credit Liquidity Amount on the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date, solely for payment to the Class B Noteholders in respect of amounts due and owing to them pursuant to clauses (vi) and (vii) of Section 3.3(b) of this Series Supplement; provided, however, that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(f)            Insurance Policy.  (I)  If the Administrator determines on the second Business Day prior to any Payment Date that the Series 2005-4 Lease Interest Payment Deficit from the preceding Payment Date, if any, remains unpaid and the Class A Liquidity Amount on such date of determination is insufficient to pay the Class A Adjusted Monthly Interest due on the upcoming Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on the second Business Day preceding such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-4 Distribution Account.

(II)           If the Administrator determines on any Payment Date that the sum of the amounts available from the Series 2005-4 Accrued Interest Account plus the amount available under the Series 2005-4 Interest Rate Hedge plus the amount, if any, to be withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement plus the amount, if any, to be drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 3.3(e)(I) of this Series Supplement plus the amount, if any, deposited in the Series 2005-4 Distribution Account pursuant to Section 3.3(f)(I) of this Series Supplement is insufficient to pay the Class A Adjusted Monthly Interest for such Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-4 Distribution Account.

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(g)           Deficiency Amounts.  If the amounts described in Sections 3.3(b), (c), (d), (e) and (f) of this Series Supplement are insufficient to pay (i) the Class A Adjusted Monthly Interest for any Payment Date, payments of interest to the Class A Noteholders will be reduced on a pro rata basis by the amount of such deficiency or (ii) the Class B Monthly Interest for any Payment Date, payments of interest to the Class B Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A Notes shall be referred to as the “Class A Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-1 Notes shall be referred to as the “Class B-1 Deficiency Amount”, and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class B-2 Notes shall be referred to as the “Class B-2 Deficiency Amount”.  Interest shall accrue on the Deficiency Amount for each Class of Series 2005-4 Notes at the applicable Series 2005-4 Note Rate.

(h)           Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay, on such Payment Date, the balance (after making the payments required in Section 3.4 of this Series Supplement), if any, of the amounts available from the Series 2005-4 Accrued Interest Account plus the amount, if any, withdrawn from the Class A Reserve Account pursuant to Section 3.3(d)(i) of this Series Supplement plus the amount, if any, withdrawn from the Class B Reserve Account pursuant to Section 3.3(d)(ii) of this Series Supplement plus the amount, if any, drawn under the Class A Letters of Credit and/or withdrawn from the Class A Cash Collateral Accounts pursuant to Section 3.3(e)(I) of this Series Supplement plus the amount, if any, drawn under the Class B Letters of Credit and/or withdrawn from the Class B Cash Collateral Accounts pursuant to Section 3.3(e)(II) of this Series Supplement as follows:

(i)            first, on a pro rata basis to each Interest Rate Hedge Provider, in an amount equal to the portion of the Monthly Hedge Payment for such Payment Date payable to such Interest Rate Hedge Provider;

(ii)           second, to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the Series 2005-4 Interest Period ending on the day preceding such Payment Date and (y) any other Insurer Reimbursement Amounts then due and payable to the Insurer (excluding therefrom any amounts included in Class A Monthly Interest for such Series 2005-4 Interest Period), provided that during the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be paid with the proceeds of a draw on a Series 2005-4 Letters of Credit or a withdrawal from a Series 2005-4 Cash Collateral Account;

(iii)          third, to the Administrator, in an amount equal to the Series 2005-4 Percentage as of the beginning of the Series 2005-4 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2005-4 Interest Period;

(iv)          fourth, to the Trustee, in an amount equal to the Series 2005-4 Percentage as of the beginning of the Series 2005-4 Interest Period ending

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on the day preceding such Payment Date of the Trustee’s fees for such Series 2005-4 Interest Period;

(v)           fifth, on a pro rata basis, (x) to each Interest Rate Hedge Provider, in an amount equal to any remaining amounts due and owing to such Interest Rate Hedge Provider and (y) to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above and in the preceding clause (x)) to the Persons to whom such amounts are owed, in an amount equal to the Series 2005-4 Percentage as of the beginning of the Series 2005-4 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2005-4 Interest Period; and

(vi)          sixth, the balance, if any, shall be withdrawn from the Series 2005-4 Accrued Interest Account by the Trustee and (A) during the Series 2005-4 Revolving Period, deposited into the Series 2005-4 Excess Collection Account or (B) during the Series 2005-4 Rapid Amortization Period, deposited into the Series 2005-4 Collection Account and treated as Principal Collections.

(i)            Trustee Fees. If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2005-4 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 3.3(h)(iv) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 3.3(h)(v) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from (I) the Class A Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (B) the Class A Percentage of an amount equal to the excess, if any, of (i) the Class A Percentage of 0.70% of the Series 2005-4 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-4 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class A Reserve Account under this Section 3.3(i)(I) in respect of fees and other amounts due and owing to the Trustee and (C) the Class A Percentage of such insufficiency and (II) the Class B Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to all other withdrawals therefrom pursuant to this Series Supplement on such Payment Date), (B) the Class B Percentage of an amount equal to the excess, if any, of (i) the Class B Percentage of 0.70% of the Series 2005-4 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2005-4 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Class B Reserve Account under this Section 3.3(i)(II) in respect of fees and other amounts due and owing to the Trustee and (C) the Class B Percentage of

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such insufficiency.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and pay or reimburse itself.

(j)            Listing Information Requirement.  Until the Administrator shall give the Trustee written notice that the Class B-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class B-1 Note Rate for the next succeeding Series 2005-4 Interest Period, the number of days in such Series 2005-4 Interest Period, the Payment Date for such Series 2005-4 Interest Period and the amount of interest payable on the Class B-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than-- 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class B-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2005-4 Interest Period by the Business Day prior to such Payment Date.  So long as the Class B-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class B-1 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class B-1 Note Rate.

(k)           Interest Payments during Series 2005-4 Interest Period.  On any Business Day during a Series 2005-4 Interest Period (each such day, an “Additional Payment Date”), the Administrator may instruct the Trustee in writing to withdraw from the Series 2005-4 Accrued Interest Account, and on such Additional Payment Date the Trustee, acting in accordance with such instructions, shall withdraw from the Series 2005-4 Accrued Interest Account, as directed in writing by the Administrator, all or a portion of the Class A Monthly Interest that will be due on the first Payment Date following such Additional Payment Date to the extent that such amount does not exceed the aggregate amount of Interest Collections processed since the preceding Payment Date and allocated to the Class A Noteholders (less any portion thereof previously paid to the Class A Noteholders during such period pursuant to this Section 3.3(k)) and shall deposit such amounts in the Series 2005-4 Distribution Account for payment to the Class A Noteholders on the Additional Payment Date pursuant to Section 3.4 in accordance with Section 6.1 of the Base Indenture.

Section 3.4.            Payment of Note Interest.  On each Payment Date and Additional Payment Date, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay to the Series 2005-4 Noteholders from the Series 2005-4 Distribution Account the amount deposited in the Series 2005-4 Distribution Account for the payment of interest pursuant to Section 3.3 of this Series Supplement.

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Section 3.5.            Payment of Note Principal.

(a)           Monthly Payments During Series 2005-4 Rapid Amortization Period. Commencing on the first Determination Date after the commencement of the Series 2005-4 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (v) the amount allocated to the Series 2005-4 Notes of each Class during the Related Month pursuant to Section 3.2(c)(ii) of this Series Supplement, as the case may be, (w) any amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account and deposited into the Series 2005-4 Distribution Account, (x) any amounts to be drawn on the Series 2005-4 Letters of Credit (and/or withdrawn from the Series 2005-4 Cash Collateral Accounts), (y) the amount of proceeds received in respect of a demand made under the Series 2005-4 Demand Note and (z) the amount of any demand on the Insurance Policy in accordance with the terms thereof.  On the Payment Date following each such Determination Date, the Trustee shall withdraw the amount allocated to the Series 2005-4 Notes of each Class during the Related Month pursuant to Section 3.2(c)(ii) of this Series Supplement, as the case may be, from the Series 2005-4 Collection Account and deposit such amount together with the proceeds of any demand made on the Series 2005-4 Demand Note received during the period from and excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2005-4 Distribution Account, which amount shall be paid (i) first, to the Class A Noteholders until the Class A Notes have been paid in full, (ii) second, once the Class A Notes have been paid in full, to the Class B Noteholders until the Class B Notes have been paid in full, (iii) third, once the Series 2005-4 Notes have been paid in full, to Ford all unpaid Ford Reimbursement Obligations  and (iv) fourth, once all amounts due and owing to Ford under the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would  be satisfied, to each Interest Rate Hedge Provider to which amounts have been allocated.

(b)           [Reserved].

(c)           Principal Deficit Amount.  If the Principal Deficit Amount is greater than zero on any date, the Administrator shall promptly provide written notice thereof to the Insurer and the Trustee.  On each Payment Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2005-4 Distribution Account as follows:

(i)            (A)  Class B Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-4 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class B Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount and the Class B Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and any

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draws under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement) and (II) the lesser of (x) the excess, if any, of such Principal Deficit Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to clause (I) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement) and (y) the Class B Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-4 Distribution Account on such Payment Date.

(B)           Class A Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2005-4 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Class A Reserve Account, an amount equal to the sum of (I) the lesser of such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.5(c)(i)(A) of this Series Supplement) and the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and the amounts to be drawn under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement) and (II) the lesser of (x) such Principal Deficit Amount (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.5(c)(i)(A) of this Series Supplement and any withdrawals from the Class A Reserve Account pursuant to clause (I) above) on such Payment Date and (y) the Class A Available Reserve Account Amount on such Payment Date (after giving effect to any withdrawals from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and pursuant to clause (I) above), and deposit such withdrawal in the Series 2005-4 Distribution Account on such Payment Date.

(ii)           Principal Draws on Series 2005-4 Letters of Credit.  If the Administrator determines on any Payment Date that the Principal Deficit Amount on such Payment Date, after giving effect to the distribution of amounts to be deposited in the Series 2005-4 Distribution Account in accordance with clause (i) of this Section 3.5(c) on such Payment Date, will be greater than zero (A) in the case of a Payment Date that is not the Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to draw on:

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(I)(X) the Class B Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-4 Lease Principal Payment Deficit in an amount equal to the sum of (x) the least of (1) the Class B Liquidity Surplus (after giving effect to any withdrawals from the Class B Reserve Account on such Payment Date pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings on the Class B Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II) of this Series Supplement), (2) the Series 2005-4 Lease Principal Payment Deficit, (3) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with clause (i) of this Section 3.5(c) and the amount, if any, paid by Hertz under the Series 2005-4 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (4) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II) of this Series Supplement) and (y) the least of (1) the excess, if any, of the Series 2005-4 Lease Principal Payment Deficit (after giving effect to the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above) over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and Section 3.5(c)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement), (2) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with clause (i) of this Section 3.5(c), the amounts to be drawn on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to clause (x) above and the amount, if any, paid by Hertz under the Series 2005-4 Demand Note in respect of such Principal Deficit Amount on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and Section 3.5(c)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement), and (3) the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II)(X) of this Series Supplement and clause (x) above);

(Y) the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of (A) the excess, if any, of the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with clause (i) of this Section 3.5(c), and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above and pursuant to Section 3.13(d)(X) of this Series Supplement, each on such Payment Date over the Class A Liquidity Surplus on such Payment Date (after giving effect to any withdrawal from the Class A Reserve Account on such Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and

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Section 3.5(b)(i)(B) of this Series Supplement and the amounts to be drawn on the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement), and (B) the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement);

(II)(X) the Class A Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2005-4 Lease Principal Payment Deficit in an amount equal to the least of (1) the excess, if any, of the Series 2005-4 Lease Principal Payment Deficit over the amounts drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date, (2) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 3.13(d)(X) of this Series Supplement on such Payment Date and the amount, if any, paid by Hertz under the Series 2005-4 Demand Note in respect of such Principal Deficit Amount on such Payment Date, and (3) the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(I)(X) of this Series Supplement);

(Y) the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of (1) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and pursuant to Section 3.13(d)(X) of this Series Supplement and on the Class A Non-Ford Letters of Credit pursuant to clause (II)(X) above and pursuant to Section 2.12(d)(Y) of this Series Supplement, each on such Payment Date, and (2) the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Ford Letters of Credit on such Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement);

(B)           in the case of the Legal Final Payment Date:

(I)(X)  the Class B Non-Ford Letters of Credit, if any, to the extent that on the Legal Final Payment Date there exists a Series 2005-4 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)           the Series 2005-4 Lease Principal Payment Deficit;

(2)           the amount, if any, by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement on the Legal Final Payment Date) will exceed the Class B

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Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Legal Final Payment Date); and

(3)           the Class B Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class B Non-Ford Letters of Credit on the Legal Final Payment Date pursuant to Section 3.3(e)(II)(X) of this Series Supplement); and

(Y)  the Class B Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Class B Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class B Ford Letters of Credit on the Legal Final Payment Date pursuant to Section 3.3(e)(II)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (X) above, each on such Legal Final Payment Date and the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement on the Business Day immediately preceding such Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-4 Lease Interest Payment Deficit (other than any Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Legal Final Payment Date over (b) the aggregate amount, as of the Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 3.5(c)(ii)(B)(I)(Y) or to be made in respect of the Legal Final Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(II)(X)  the Class A Non-Ford Letters of Credit, if any, to the extent that on the Legal Final Payment Date there exists a Series 2005-4 Lease Principal Payment Deficit, in an amount equal to the least of:

(1)           the excess, if any, of the Series 2005-4 Lease Principal Payment Deficit over the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to clause (I)(X) above on such Payment Date;

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(2)           the amount, if any, by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement on the Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Legal Final Payment Date); and

(3)           the Class A Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Class A Non-Ford Letters of Credit on the Legal Final Payment Date pursuant to Section 3.3(e)(I)(X) of this Series Supplement); and

(Y)  the Class A Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Class A Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Class A Ford Letters of Credit on the Legal Final Payment Date pursuant to Section 3.3(e)(I)(Y) of this Series Supplement), and (2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2005-4 Distribution Account in accordance with Section 3.5(c)(i) of this Series Supplement, the amounts to be drawn on the Class B Letters of Credit pursuant to clause (I) above and the Class A Non-Ford Letters of Credit pursuant to clause (X) above, each on such Legal Final Payment Date, the amounts to be drawn on the Class B Non-Ford Letters of Credit pursuant to Section 3.13(d)(X) of this Series Supplement and the amounts to be drawn on the Class A Non-Ford Letters of Credit pursuant to Section 3.13(d)(Y) of this Series Supplement, each on the Business Day immediately preceding such Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2005-4 Lease Interest Payment Deficit (other than any Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Legal Final Payment Date over (b) the aggregate amount, as of the Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 3.5(c)(ii)(B)(II)(Y) or to be made in respect of the Legal Final Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

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(C)           [reserved]

(D)          [reserved]

Upon receipt of a notice by the Trustee from the Administrator in respect of a Principal Deficit Amount on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on:

(I)(X)  the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit;

(Y)  the Class A Ford Letters of Credit by presenting to each Class A Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Credit Demand and shall cause the Class A LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date; provided, however, that if the Class A Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class A Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class A Ford Letters of Credit; and

(II)(X) the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash

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Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y)  the Class B Ford Letters of Credit by presenting to each Class B Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Credit Demand and shall cause the Class B LOC Credit Disbursements to be deposited in the Series 2005-4 Distribution Account on such Payment Date; provided, however, that if the Class B Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class B Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Class B Available Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Class B Ford Letters of Credit.

(iii)          Demand on Insurance Policy.  If the sum of the Class A Letter of Credit Amount, the Class A Available Reserve Account Amount, the Class B Letter of Credit Amount and the Class B Available Reserve Account Amount on any Payment Date on which the Class A Principal Deficit Amount will be greater than zero will be less than such Class A Principal Deficit Amount, the Trustee shall make a demand on the Insurance Policy by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date in an amount equal to the Insured Principal Deficit Amount and shall cause the proceeds thereof to be deposited in the Series 2005-4 Distribution Account.

(d)           Legal Final Payment Dates.  (A)  The Class A Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount shall be due and payable on the Legal Final Payment Date.  If the amount to be deposited in the Series 2005-4 Distribution Account in accordance with Section 3.5(a) of this Series Supplement with respect to the Legal Final Payment Date together with any amounts to be deposited therein in accordance with Section 3.5(c) of this Series Supplement on the Legal Final Payment Date, in each case to pay principal of the Class A Notes and the Class B Notes, is less than the sum of the Class A Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Legal Final Payment Date, prior to 10:30 a.m. (New York City time) on the second Business Day prior to the Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from (I) the Class B Reserve Account, an amount equal to the least of (i) the Class B Available Reserve Account Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement), (ii) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any drawings under the Class B Letters of Credit pursuant to Section 3.3(e)(II) and Section 3.5(c)(ii)(B)(I) of this Series Supplement on the Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Legal Final Payment Date) and (iii) such insufficiency and (II)

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the Class A Reserve Account, an amount equal to the least of (i) the Class A Available Reserve Account Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement), (ii) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement and any drawings under the Class A Letters of Credit pursuant to Section 3.3(e)(I) and Section 3.5(c)(ii)(B)(II) of this Series Supplement on the Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Legal Final Payment Date), and (iii) the excess of such insufficiency over the sum of (X) the Class B-1 Principal Amount, (Y) the Class B-2 Principal Amount and (Z) and the amounts withdrawn from the Class B Reserve Account pursuant to clause (I) of this sentence, and deposit such withdrawn amounts in the Series 2005-4 Distribution Account on the Legal Final Payment Date.  The Trustee shall withdraw such amounts from the Class A Reserve Account and the Class B Reserve Account and deposit such amounts in the Series 2005-4 Distribution Account on or prior to the Legal Final Payment Date.

(B)           [reserved]

(C)           [reserved]

(D)          If, after giving effect to any such deposits into the Series 2005-4 Distribution Account for payment of the Class A Notes, the amount to be deposited in the Series 2005-4 Distribution Account with respect to the Legal Final Payment Date is or will be less than the Class A Outstanding Principal Amount with respect to the Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date and, upon receipt of such notice, the Trustee shall make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2005-4 Distribution Account.

(e)           Distribution.  On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 3.5(a) of this Series Supplement, the Trustee shall, in accordance with Section 6.1 of the Base Indenture, pay (i) first, to the Class A Noteholders the amount deposited in the Series 2005-4 Distribution Account for the payment of principal of the Class A Notes held by such Class A Noteholders pursuant to Section 3.5(a) of this Series Supplement and any amounts deposited in the Series 2005-4 Distribution Account for the payment of principal of such Class A Notes pursuant to Section 3.5(c) of this Series Supplement and, to the extent necessary to pay the Class A Outstanding Principal Amount on the Legal Final Payment Date, amounts deposited in the Series 2005-4 Distribution Account pursuant to Section 3.5(d) of this Series Supplement, (ii) second, once all amounts due to such Class A Noteholders on such Payment Date have been paid in full, to the Class B Noteholders the amount deposited in the Series 2005-4 Distribution Account for the payment of principal of the Class B Notes

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held by such Class B Noteholders pursuant to Section 3.5(a) of this Series Supplement and any amounts deposited in the Series 2005-4 Distribution Account for the payment of principal of such Class B Notes pursuant to Section 3.5(c) of this Series Supplement and, to the extent necessary to pay the Class B-1 Principal Amount and the Class B-2 Principal Amount on the Legal Final Payment Date, amounts deposited in the Series 2005-4 Distribution Account pursuant to Section 3.5(d) of this Series Supplement, (iii) third, once the Series 2005-4 Notes have been paid in full, to Ford the amounts deposited in the Series 2005-4 Distribution Account for the payment of all unpaid Ford Reimbursement Obligations pursuant to Section 3.5(a) of this Series Supplement and (iv) fourth, once all amounts due and owing to Ford pursuant to the immediately preceding clause have been paid in full, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to each Interest Rate Hedge Provider the amounts deposited in the Series 2005-4 Distribution Account for the payment of all amounts due and owing to it under its Series 2005-4 Interest Rate Hedge.

(f)            Decreases.  (I)  On any Business Day on which (a) a Mandatory Decrease pursuant to Section 2.2(a) of this Series Supplement shall be declared, the Trustee shall withdraw from the Series 2005-4 Excess Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (x) the funds then allocated to the Series 2005-4 Excess Collection Account (including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or (c)(ii) of this Series Supplement and any amounts allocated by HVF to the Series 2005-4 Excess Collection Account pursuant to Section 3.2(e) of this Series Supplement) and, in each case, available for payment of such Mandatory Decrease pursuant to Section 3.2(f) of this Series Supplement and (y) the amount of such Mandatory Decrease, and distribute on a pro rata basis such amount to the Class A Noteholders as a payment of principal or (b) a Voluntary Decrease pursuant to Section 2.2(b) and 3.2(f) of this Series Supplement shall be declared, the Trustee shall distribute the amounts withdrawn from the Series 2005-4 Excess Collection Account and/or the Series 2005-4 Collection Account pursuant to Section 3.2(c) of this Series Supplement in connection with such Voluntary Decrease to the Class A Noteholders as a payment of principal.

(II)           On the Expected Final Payment Date, the Trustee shall withdraw from the Series 2005-4 Excess Collection Account in accordance with the written instructions of the Administrator an amount equal to the lesser of (x) the funds then allocated to the Series 2005-4 Excess Collection Account (including proceeds from any Increase) pursuant to Section 3.2(a)(ii) or (c)(ii) of this Series Supplement and any amounts allocated by HVF to the Series 2005-4 Excess Collection Account pursuant to Section 3.2(e) of this Series Supplement) and, in each case, available for payment of principal of the Class A Notes and the Class B Notes pursuant to Section 3.2(f) of this Series Supplement and (y) the Class A Year Outstanding Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such date, and distribute such amount (I) to the Class A Noteholders on a pro rata basis as payment of principal of the Class A Notes until the Class A Noteholders have been paid the Class A Outstanding Principal Amount in full and (II) once the Class A Noteholders have been paid the Class A Outstanding Principal Amount in full, to the Class B Noteholders on a pro rata basis as

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a payment of principal of the Class B-1 Notes and the Class B-2 Notes until the Class B-1 Notes and the Class B-2 Notes have been paid in full.

Section 3.6.            Payment by Wire Transfer.  On each Payment Date, pursuant to Section 6.1 of the Base Indenture and Sections 3.4 and 3.5 hereof, the Trustee shall cause the amounts (to the extent received by the Trustee) set forth in Section 3.4 or 3.5 of this Series Supplement to be paid by wire transfer of immediately available funds released from the Series 2005-4 Distribution Account no later than 4:30 p.m. (New York City time) for credit to the account designated by the Series 2005-4 Noteholders.

Section 3.7.            The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.  If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2005-4 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2005-4 Series Account without such notice or instruction from the Administrator, provided that the Administrator or, in the case of any payment from a Series 2005-4 Series Account, the Insurer, upon request of the Trustee or the Insurer, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or under any other Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on any Series 2005-4 Letters of Credit with respect to a Class of Series 2005-4 Notes required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on such Series 2005-4 Letters of Credit with respect to such Class of Series 2005-4 Notes without such instruction from the Administrator, provided that the Administrator or the Insurer (solely with respect to the Class A Letters of Credit), upon request of the Trustee or the Insurer (solely with respect to the Class A Letters of Credit), promptly provides the Trustee with all information necessary to allow the Trustee to draw on each such Series 2005-4 Letter of Credit.

Section 3.8.            Class A Reserve Account.

(a)           Establishment of Class A Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider an account (the “Class A Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Reserve Account shall be an Eligible Deposit Account.  If the Class A Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Reserve Account is no longer an Eligible Deposit Account, establish a new Class A Reserve Account that is an Eligible Deposit Account.  If a new Class A Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Reserve Account into the new Class A

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Reserve Account.  Initially, the Class A Reserve Account will be established with the Trustee.

(b)           Administration of the Class A Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class A Reserve Account to invest funds on deposit in the Class A Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class A Reserve Account), unless any Permitted Investment held in the Class A Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Class A Reserve Account shall remain uninvested.

(c)           Earnings from Class A Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class A Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)           Class A Reserve Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Reserve Account Collateral”).

(e)           Class A Reserve Account Surplus.  In the event that the Class A Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall withdraw from the Class A Reserve Account an amount equal to the Class A Reserve Account Surplus and (i) deposit in the Class B Reserve Account the lesser of (x)

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such Class A Reserve Account Surplus and (y) the excess, if any, of the Class B Required Reserve Account Amount as of such Payment Date over the Class B Available Reserve Account Amount as of such Payment Date, in each case as of such Payment Date, (ii) pay to Ford the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited pursuant to clause (i) above and (y) all unpaid Ford Reimbursement Obligations and (iii) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied, (A) pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class A Reserve Account Surplus over the amounts deposited and/or paid pursuant to clauses (i) and (ii) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-4 Interest Rate Hedge and (B) pay to HVF any portion of such Class A Reserve Account Surplus remaining after any required deposit and/or payment pursuant to clauses (i) through (iii)(A) above.

(f)            Termination of Class A Reserve Account.  On or after the date on which the Series 2005-4 Notes are fully paid, the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-4 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, shall withdraw from the Class A Reserve Account all remaining amounts on deposit therein for payment to HVF.

Section 3.9.            Class A Letters of Credit and Class A Cash Collateral Accounts.

(a)           (I)  Class A Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing

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clauses (i) through (vi) are referred to, collectively, as the “Class A Ford Cash Collateral Account Collateral”).

(II)           Class A Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class A Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class A Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class A Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class A Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class A Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class A Non-Ford Cash Collateral Account Collateral”).

(b)           Class A Letter of Credit Expiration Date. If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding the amount available to be drawn under such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount would be equal to or greater than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount and (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-4 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class A Letter of Credit Expiration Date with respect to any Class A Letter of Credit, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i)  the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity

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Amount would be less than the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount, or (iv) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the Class A Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-4 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Class A Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding such Class A Letter of Credit but taking into account each substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class A Letter of Credit but taking into account any substitute Class A Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider or a Class A Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date and (D) if the expiring Class A Letter of Credit is a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-4 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding such Class A Non-Ford Letter of Credit but taking into account each substitute Class A Non-Ford Letter of Credit which has been obtained from a Class A Eligible Letter of Credit Provider and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the Class A Non-Ford Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class A Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class A Letter of Credit by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursements to be deposited in the applicable Class A Cash Collateral Account.

(c)           Class A Letter of Credit Providers.  The Administrator shall notify the Trustee, Fitch and the Insurer in writing within one Business Day of becoming aware

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that the short-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class A Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class A Letter of Credit Provider, a “Class A Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class A Downgrade Event with respect to any Class A Letter of Credit Provider, the Administrator shall notify the Trustee and the Insurer in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date, (B) the excess, if any, of the Class A Required Liquidity Amount over the Class A Adjusted Liquidity Amount, excluding the available amount under such Class A Letter of Credit, on such date, (C) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class A Letter of Credit issued by such Class A Letter of Credit Provider, on such date and (D) if the Class A Downgrade Event affects a Class A Non-Ford Letter of Credit, the excess, if any, of the Series 2005-4 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class A Non-Ford Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class A Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class A Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class A Certificate of Termination Demand and shall cause the Class A LOC Termination Disbursement to be deposited in a Class A Non-Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Non-Ford Letter of Credit, and the Class A Ford Cash Collateral Account, in the case of a Class A LOC Termination Disbursement under a Class A Ford Letter of Credit.

(d)           Class A Preference Amount Demands on the Class A Non-Ford Letters of Credit.  If the Insurer notifies the Trustee in writing that the Insurer shall have made a payment under the Insurance Policy in respect of a Class A Preference Amount, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class A Preference Amount and (ii) the Class A Non-Ford Letter of Credit Liquidity Amount on the Class A Non-Ford Letters of Credit by presenting to each Class A Non-Ford Letter of Credit Provider (with a copy to the Insurer) a draft accompanied by a Class A Certificate of Preference Payment Demand and shall cause the Class A LOC Preference Payment Disbursements to be paid to the Insurer; provided, however, that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class A Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class A Non-Ford Letters of Credit as calculated by the Administrator, at the request of the

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Trustee, and provided in writing to the Trustee and the Insurer.  Prior to any draw on the Class A Non-Ford Letters of Credit or withdrawal from the Class A Non-Ford Cash Collateral Account pursuant to this Section 3.9(d), the Trustee shall have received a certified copy of the order requiring the return of such Class A Preference Amount.

(e)           (I)  Reductions in Stated Amounts of the Class A Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-1-1, requesting a reduction in the stated amount of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Ford Letter of Credit Provider who issued such Class A Ford Letter of Credit with a copy to Ford a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, and (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-1-2, requesting the replacement of any Class A Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Class A Ford Letter of Credit having a stated amount equal to the available amount of the Class A Ford Letter of Credit being replaced issued by a Class A Eligible Ford Letter of Credit Provider deliver to the Class A Letter of Credit Provider who issued the Class A Ford Letter of Credit being replaced a written notice in the form provided in such Class A Ford Letter of Credit confirming cancellation of such Class A Ford Letter of Credit and shall deliver such cancelled Class A Ford Letter of Credit to such Class A Letter of Credit Provider as soon as practicable.

(II)           Reductions in Stated Amounts of the Class A Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-2, requesting a reduction in the stated amount of any Class A Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class A Non-Ford Letter of Credit Provider who issued such Class A Non-Ford Letter of Credit a Class A Notice of Reduction requesting a reduction in the stated amount of such Class A Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class A Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class A Adjusted Liquidity Amount will equal or exceed the Class A Required Liquidity Amount, (iii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iv) the Class A Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-4 Demand Note Payment Amount.

(f)            (I)  Draws on the Class A Ford Letters of Credit.  If there is more than one Class A Ford Letter of Credit on the date of any draw on the Class A Ford

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Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.9(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Ford Letter of Credit Provider issuing such Class A Ford Letter of Credit of the amount of such draw on the Class A Ford Letters of Credit.

(II)           Draws on the Class A Non-Ford Letters of Credit.  If there is more than one Class A Non-Ford Letter of Credit on the date of any draw on the Class A Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.9(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class A Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class A Non-Ford Letter of Credit Provider issuing such Class A Non-Ford Letter of Credit of the amount of such draw on the Class A Non-Ford Letters of Credit.

(g)           (I)  Establishment of Class A Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Ford Letter of Credit pursuant to Section 3.9(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Ford Cash Collateral Account into the new Class A Ford Cash Collateral Account.

(II)           Establishment of Class A Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class A Non-Ford Letter of Credit pursuant to Section 3.9(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, an account (the “Class A Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider.  The Class A Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class A Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class A Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class A Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class A Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class A Non-Ford Cash Collateral Account into the new Class A Non-Ford Cash Collateral Account

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(h)           Administration of the Class A Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class A Cash Collateral Account to invest funds on deposit in a Class A Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class A Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in a Class A Cash Collateral Account), unless any Permitted Investment held in such Class A Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class A Cash Collateral Account shall remain uninvested.

(i)            Earnings from Class A Cash Collateral Account.  All Class A Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

(j)            Class A Cash Collateral Account Surplus.  (X) In the event that the Class A Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 3.8(j)(X), withdraw the amount specified by the Administrator from the Class A Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.8(j)(X).  The amount of any such withdrawal from the Class A Ford Cash Collateral Account shall be limited to the lesser of (a) the Class A Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class A Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class A Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class A Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class A Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2005-4 Demand Note Payment Amount on such Payment Date.  Any amounts withdrawn from the Class A Ford Cash Collateral Account pursuant to this Section 3.8(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class A Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class A Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A

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Non-Ford Letter of Credit Providers in respect of the Class A Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class A Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.  (Y) Irrespective of whether there is a Class A Cash Collateral Account Surplus, in the event that the Class A Ford Cash Collateral Account has been established pursuant to Section 3.8(g)(I) of this Series Supplement, the proceeds of one or more Class A LOC Termination Disbursements have been deposited therein pursuant to Section 3.8(b) or Section 3.8(c) of this Series Supplement and Ford delivers to the Trustee a Class A Ford Letter of Credit from a Class A Ford Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class A Ford Cash Collateral Account an amount equal to the stated amount of such Class A Ford Letter of Credit and pay such amount to Ford.

(k)           Termination of Class A Cash Collateral Accounts.  (X)  On the earlier of the termination of this Series Supplement in accordance with Section 7.14 of this Series Supplement and the Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class A Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Class A Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class A LOC Termination Disbursements deposited into the Class A Ford Cash Collateral Account pursuant to Section 3.9(b) or Section 3.9(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y) or Section 3.5(c)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 3.17 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class A Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class A Ford Cash Collateral Account..

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class A Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class A Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 3.9(d) above) and shall pay such amounts, first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, pro rata to the Class A Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class A Disbursements due and owing to such Class A Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class A Non-Ford Letters of Credit, and third, only for so long as the Ford

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LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 3.10.          Series 2005-4 Distribution Account.

(a)           Establishment of Series 2005-4 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, the Series 2005-4 Interest Rate Hedge Provider and Ford an account (the “Series 2005-4 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, the Series 2005-4 Interest Rate Hedge Provider and Ford.  The Series 2005-4 Distribution Account shall be an Eligible Deposit Account.  If the Series 2005-4 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2005-4 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2005-4 Distribution Account that is an Eligible Deposit Account.  If a new Series 2005-4 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2005-4 Distribution Account into the new Series 2005-4 Distribution Account.  Initially, the Series 2005-4 Distribution Account will be established with the Trustee.

(b)           Administration of the Series 2005-4 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2005-4 Distribution Account in writing to invest funds on deposit in the Series 2005-4 Distribution Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Series 2005-4 Distribution Account), unless any Permitted Investment held in the Series 2005-4 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2005-4 Distribution Account.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2005-4 Distribution Account shall remain uninvested.

(c)           Earnings from Series 2005-4 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2005-4 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)           Series 2005-4 Distribution Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby

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grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2005-4 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2005-4 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2005-4 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2005-4 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2005-4 Distribution Account Collateral”).

Section 3.11.          Trustee as Securities Intermediary.

(a)           The Trustee or other Person holding the Series 2005-4 Collection Account, the Series 2005-4 Excess Collection Account, the Series 2005-4 Accrued Interest Account, the Class A Reserve Account, the Class B Reserve Account, the Series 2005-4 Cash Collateral Account or the Series 2005-4 Distribution Account (each a “Series 2005-4 Designated Account”) shall be the “Securities Intermediary”.  If the Securities Intermediary in respect of any Series 2005-4 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 3.11.

(b)           The Securities Intermediary agrees that:

(i)            The Series 2005-4 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited;

(ii)           All securities or other property underlying any Financial Assets credited to any Series 2005-4 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2005-4 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii)          All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2005-4 Designated Account;

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(iv)          Each item of property (whether investment property, security, instrument or cash) credited to a Series 2005-4 Designated Account shall be treated as a Financial Asset;

(v)           If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2005-4 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

(vi)          The Series 2005-4 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2005-4 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii)         The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2005-4 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 3.11(b)(v) of this Series Supplement; and

(viii)        Except for the claims and interest of the Trustee and HVF in the Series 2005-4 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2005-4 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2005-4 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

(c)           The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2005-4 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2005-4 Designated Accounts.

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Section 3.12.          Series 2005-4 Interest Rate Hedges.

(a)           On the Series 2005-4 Closing Date, HVF shall acquire one or more interest rate caps or swaps, in form and substance acceptable to the Insurer (each a “Series 2005-4 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider with funds available to it.  The aggregate initial notional amount of all Series 2005-4 Interest Rate Hedges shall equal the Class B-1 Principal Amount on the Series 2005-4 Closing Date, and, thereafter, the aggregate notional amount of all Series 2005-4 Interest Rate Hedges may be reduced pursuant to the related Series 2005-4 Interest Rate Hedge but shall not at any time be less than the Class B-1 Principal Amount.  The strike rate of each Series 2005-4 Interest Rate Hedge in the form of a cap shall not be greater than 4.87%.  The fixed rate of each Series 2005-4 Interest Rate Hedge in the form of a swap shall not be greater than 4.87%.  HVF shall satisfy the Series 2005-4 Rating Agency Condition and, so long as the Class A Notes have not been paid in full and retired, obtain the consent of the Insurer (such consent not to be unreasonably withheld or delayed) in connection with its acquisition of any Series 2005-4 Interest Rate Hedge.  The Series 2005-4 Interest Rate Hedge must provide that (i) no payments from the Series 2005-4 Hedge Provider to HVF shall be conditioned upon payment of amounts (other than the Monthly Hedge Payment) due to such Series 2005-4 Interest Rate Hedge Provider from HVF, to the extent that any such non-payment resulted only from the Fleet Equity Condition failing to be satisfied, (ii) the Series 2005-4 Interest Rate Hedge Provider shall provide to the Insurer a copy of any notice of payment default delivered to HVF, simultaneously with delivery of such notice to HVF and (iii) in the event that HVF shall fail to pay any amounts due to the Series 2005-4 Hedge Provider under such Series 2005-4 Interest Rate Hedge, the Insurer shall have the right to make any such payment on behalf of HVF.  For so long as an Interest Rate Hedge Provider is not in default under its Series 2005-4 Interest Rate Hedge, and such Series 2005-4 Interest Rate Hedge continues to be in effect, such Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-4 Notes for all purposes under the Indenture and the other Related Documents, and each Series 2005-4 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party shall constitute an “Enhancement Agreement” with respect to the Series 2005-4 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to each such Interest Rate Hedge Provider pursuant to this Series Supplement.

(b)           If, at any time, an Interest Rate Hedge Provider is not an Eligible Interest Rate Hedge Provider, then HVF shall cause such Interest Rate Hedge Provider within 30 days following such occurrence, at such Interest Rate Hedge Provider’s expense, to do one of the following:  (i) obtain a replacement interest rate cap or swap on the same terms as the Series 2005-4 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party (or with such modifications as are acceptable to the Rating Agencies and the Insurer) from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement HVF shall terminate the Series 2005-4 Interest Rate Hedge being replaced, (ii) obtain a guaranty from, or contingent agreement of (in each case, in form and substance acceptable to the Insurer), another person who qualifies as an Eligible Interest Rate Hedge Provider to honor such Interest Rate Hedge Provider’s obligations under its Series 2005-4 Interest Rate Hedge in accordance with its terms and written confirmation from Standard & Poor’s and Moody’s that the substantive terms of

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the guaranty agreement are sufficient to maintain or restore the immediately prior Shadow Rating, (iii) post collateral pursuant to and in accordance with its Series 2005-4 Interest Rate Hedge, or (iv) enter into any arrangement satisfactory to Standard & Poor’s,  Moody’s and, so long as the Class A Notes are Outstanding, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, shall not be unreasonably withheld or delayed, which is sufficient to maintain or restore the immediately prior Shadow Rating.  If HVF is unable to cause such Interest Rate Hedge Provider to take any of the actions described in clauses (i), (ii), (iii) or (iv) of the preceding sentence after making commercially reasonable efforts, (I) HVF will obtain a replacement Series 2005-4 Interest Rate Hedge at the expense of the replaced Interest Rate Hedge Provider or, if the replaced Interest Rate Hedge Provider fails to make such payment, at the expense of HVF (in which event, such amount will be considered Carrying Charges and paid solely from Interest Collections available pursuant to Section 3.3(h) of this Series Supplement) and (II) to the extent that HVF does not obtain a replacement Series 2005-4 Interest Rate Hedge, the Insurer shall be deemed to have been materially and adversely effected. HVF must cause each Series 2005-4 Interest Rate Hedge to provide that if the Interest Rate Hedge Provider is required to take any of the actions described in clauses (i), (ii), or (iv) above and such action is not taken within 30 days, then the Interest Rate Hedge Provider must, until a replacement Series 2005-4 Interest Rate Hedge is executed and in effect, collateralize its obligations as required under clause (iii) above.  Each Series 2005-4 Noteholder by its acceptance of a Series 2005-4 Note hereby acknowledges and agrees, and directs the Trustee to acknowledge and agree, and the Trustee, at such direction, hereby acknowledges and agrees, that any collateral posted by an Interest Rate Hedge Provider pursuant to clause (iii) above (A) is collateral solely for the obligations of such Interest Rate Hedge Provider under its Series 2005-4 Interest Rate Hedge, (B) does not constitute collateral for the Series 2005-4 Notes (provided that in order to secure and provide for the payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF has pledged each Series 2005-4 Interest Rate Hedge and its security interest in any collateral posted in connection therewith as collateral for the Series 2005-4 Notes), and (C) will in no event be available to satisfy any obligations of HVF hereunder or otherwise unless and until such Interest Rate Hedge Provider defaults in its obligations under its Series 2005-4 Interest Rate Hedge and such collateral is applied in accordance with the terms of such Series 2005-4 Interest Rate Hedge to satisfy such defaulted obligations of such Interest Rate Hedge Provider.

(c)           If the long-term senior unsecured debt rating of an Interest Rate Hedge Provider, or the Person that guarantees all of the Interest Rate Hedge Provider’s obligations under its Series 2005-4 Interest Rate Hedge, is withdrawn or falls to or below “Baa1” by Moody’s or to or below “BBB+” by Standard & Poor’s, then the Insurer may terminate such Interest Rate Hedge Provider’s Series 2005-4 Interest Rate Hedge if, after 10 Business Days after the occurrence of such rating withdrawal or fall, the Interest Rate Hedge Provider has not, at its own expense, (i) obtained a replacement interest rate swap or cap on the same terms as the Series 2005-4 Interest Rate Hedge (or with such modifications as are acceptable to the Rating Agencies and the Insurer) provided by such Interest Rate Hedge Provider from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement terminated the Series 2005-4 Interest Rate Hedge being replaced or (ii) entered into any arrangement satisfactory to S&P, Moody’s and, so

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long as the Class A Notes have not been paid in full and retired, the Insurer, which approval of the Insurer, during any period when an Insurer Default is continuing, will not have been unreasonably withheld or delayed, which was sufficient to maintain or restore the immediately prior Shadow Rating.

(d)           To secure payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders and the Insurer , all of HVF’s right, title and interest, whether now or hereafter existing or acquired, in the Series 2005-4 Interest Rate Hedges and all proceeds thereof.  HVF shall require all proceeds of the Series 2005-4 Interest Rate Hedges to be paid, and the Trustee shall allocate, all proceeds of the Series 2005-4 Interest Rate Hedges to the Series 2005-4 Accrued Interest Account or the Series 2005-4 Collection Account.

Section 3.13.          Series 2005-4 Demand Note Constitutes Additional Collateral for Series 2005-4 Notes.

(a)           In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired): (i) the Series 2005-4 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2005-4 Demand Note; and (iii) all proceeds of any and all of the foregoing, including, without limitation, cash.  On the date hereof, HVF shall deliver to the Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford  and each Interest Rate Hedge Provider, the Series 2005-4 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2005-4 Noteholders, the Insurer, Ford  and each Interest Rate Hedge Provider, shall be the only Person authorized to make a demand for payment on the Series 2005-4 Demand Note.

(b)           Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2005-4 Demand Note or forgive amounts payable thereunder so that the outstanding principal amount of the Series 2005-4 Demand Note after such reduction or forgiveness is less than the sum of the Class A Letter of Credit Liquidity Amount and the Class B Letter of Credit Liquidity Amount.  HVF shall not agree, to any amendment of the Series 2005-4 Demand Note without first satisfying the Series 2005-4 Rating Agency Condition.

(c)           HVF agrees that on the Series 2005-4 Closing Date it will have capitalization in an amount equal to or greater than 4.17% of the sum of (i) the outstanding principal amount of the Series 2004-1 Rental Car Asset Backed Notes, (ii) the maximum outstanding principal amount of the Series 2005-4 Notes, (iii) the outstanding principal amount of the Series 2005-1 Notes, (iv) the outstanding principal amount of the Series 2005-2 Notes and (v) the maximum outstanding principal amount of the Series 2005-3 Notes.

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(d)           Upon the occurrence and during the continuance of an Amortization Event with respect to the Series 2005-4 Notes, the Trustee may and, at the written direction of the Insurer or the Series 2005-4 Noteholders holding more than 50% of the Controlling Class shall, make one or more demands (each a “Demand Notice”) on Hertz for payment under the Series 2005-4 Demand Note, in each case, in an amount equal to the lesser of (i) the principal amount of the Series 2005-4 Demand Note and (ii) on any Business Day (A) prior to the second Business Day immediately preceding the Legal Final Payment Date, the amount of any Principal Deficit Amount on such date and (B) on or after the second Business Day immediately preceding the Legal Final Payment Date, the Class A Principal Amount (on or prior to the Legal Final Payment Date, calculated after giving effect to the distribution of all amounts that will be available to be distributed to the Class A Noteholders (other than under the Insurance Policy), the Class B-1 Noteholders and the Class B-2 Noteholders in accordance with this Series Supplement on the Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Class A Reserve Account and the Class B Reserve Account pursuant to Section 3.5(d) of this Series Supplement)).  The Trustee shall cause the proceeds of any demand on the Series 2005-4 Demand Note to be deposited into the Series 2005-4 Distribution Account, and such proceeds shall be treated as Principal Collections for all purposes hereunder.  If (i) the Trustee shall have made such a Demand Notice and Hertz shall have failed to pay to the Trustee or deposit into the Series 2005-4 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (ii) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on:

(X)  the Class B Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of: (A) the amount that Hertz failed to pay under the Series 2005-4 Demand Note (or the amount that the Trustee failed to demand for payment thereunder);

(B)           the Class B Non-Ford Letter of Credit Amount on such Business Day; and

(C)           on any Business Day:

(i)            other than the Business Day immediately preceding a Legal Final Payment Date, the Principal Deficit Amount on such Business Day; and

(ii)           on the Business Day immediately preceding the Legal Final Payment Date, the sum of (x) the greater of the Principal Deficit Amount on such date and the sum of the Class A Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day and (y) the lesser of (1) the amount by which the Class B Liquidity Amount (after giving effect to any withdrawals to be made from the Class B Reserve Account pursuant to Section 3.3(d)(ii) and Section 3.5(c)(i)(A) of this Series Supplement and any

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drawings to be made under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement on the Legal Final Payment Date) will exceed the Class B Required Liquidity Amount (after giving effect to all anticipated reductions in the Class B Principal Amount on the Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class B Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-4 Lease Interest Payment Deficit (other than any Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Legal Final Payment Date over (b) the aggregate amount, as of the Legal Final Payment Date, of all withdrawals from the Class B Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Legal Final Payment Date pursuant to Section 3.3(d)(ii) of this Series Supplement and all drawings made since such date or to be made in respect of the Legal Final Payment Date under the Class B Letters of Credit pursuant to Section 3.3(e)(II) of this Series Supplement; provided, however, that any such withdrawals from the Class B Reserve Account and/or drawings made under the Class B Letters of Credit on account of a Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)          [reserved]

(iv)          [reserved]

by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Unpaid Demand Note Demand; provided, however that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class B Non-Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class B Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class B Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class B Non-Ford Letters of Credit; and

(Y)  the Class A Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the least of:

(A)          the excess of the amount that Hertz failed to pay under the Series 2005-4 Demand Note (or the amount that the Trustee failed to demand for payment thereunder) over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

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(B)           the Class A Non-Ford Letter of Credit Amount on such Business Day; and

(C)           on any Business Day:

(i)            other than the Business Day immediately preceding a Legal Final Payment Date, the excess of the Principal Deficit Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day;

(ii)           on the Business Day immediately preceding the Legal Final Payment Date, the sum of (x) the excess of the greater of the Principal Deficit Amount and the sum of the Class A Principal Amount, the Class B-1 Principal Amount and the Class B-2 Principal Amount on such Business Day over the aggregate amount of any draws under the Class B Non-Ford Letter of Credit and/or withdrawals from the Class B Non-Ford Cash Collateral Account pursuant to clause (X) above on such Business Day and (y) the lesser of (1) the amount by which the Class A Liquidity Amount (after giving effect to any withdrawals to be made from the Class A Reserve Account pursuant to Section 3.3(d)(i) and Section 3.5(c)(i)(B) of this Series Supplement and any drawings to be made under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement on the Legal Final Payment Date) will exceed the Class A Required Liquidity Amount (after giving effect to all anticipated reductions in the Class A Principal Amount on the Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Class A Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2005-4 Lease Interest Payment Deficit (other than any Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Legal Final Payment Date over (b) the aggregate amount, as of the Legal Final Payment Date, of all withdrawals from the Class A Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Legal Final Payment Date pursuant to Section 3.3(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Legal Final Payment Date under the Class A Letters of Credit pursuant to Section 3.3(e)(I) of this Series Supplement; provided, however, that any such withdrawals from the Class A Reserve Account and/or drawings made under the Class A Letters of Credit on account of a Series 2005-4 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii)          [reserved]

(iv)          [reserved]

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by presenting to each Class A Non-Ford Letter of Credit Provider a draft accompanied by a Class A Certificate of Unpaid Demand Note Demand; provided, however that if the Class A Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Class A Non-Ford Cash Collateral Account and deposit in the Series 2005-4 Distribution Account an amount equal to the lesser of (x) the Class A Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Class A Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Class A Non-Ford Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Class A Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class A Non-Ford Cash Collateral Account and any draw on the Class B Non-Ford Letters of Credit and the proceeds of any such withdrawal from the Class B Non-Ford Cash Collateral Account, into the Series 2005-4 Collection Account and such proceeds shall be treated as Principal Collections for the Related Month.

Section 3.14.          Class B Reserve Account.

(a)           Establishment of Class B Reserve Account.  On or prior to the first Series 2005-4 Class B Notes Closing Date, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider an account (the “Class B Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Reserve Account shall be an Eligible Deposit Account.  If the Class B Reserve Account is at any time following such initial Series 2005-4 Class B Notes Closing Date no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Reserve Account is no longer an Eligible Deposit Account, establish a new Class B Reserve Account that is an Eligible Deposit Account.  If a new Class B Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Reserve Account into the new Class B Reserve Account.  Initially, the Class B Reserve Account will be established with the Trustee.

(b)           Administration of the Class B Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Class B Reserve Account to invest funds on deposit in the Class B Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Reserve Account), unless any Permitted Investment held in the Class B Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment

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instructions hereunder, funds on deposit in the Class B Reserve Account shall remain uninvested.

(c)           Earnings from Class B Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Class B Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)           Class B Reserve Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Reserve Account Collateral”).

(e)           Class B Reserve Account Surplus.  In the event that the Class B Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account an amount equal to the Class B Reserve Account Surplus and (i) pay to Ford, the lesser of (x) such Class B Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied,  (A)  pay to each Interest Rate Hedge Provider on a pro rata basis the lesser of (x) the excess of such Class B Reserve Account Surplus over the amounts paid pursuant to clause (i) above and (y) all amounts then due and owing to each such Interest Rate Hedge Provider under its Series 2005-4 Interest Rate Hedge and (B) pay to HVF any portion of such Class B Reserve Account Surplus remaining after any required payments pursuant to clauses (i) and (ii)(A) above.

(f)            Termination of Class B Reserve Account.  On or after the date on which the Class B Notes are fully paid, each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-4 Interest Rate Hedge and Ford has been paid all unpaid Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Reserve Account, only for so long as the Ford LOC Exposure Amount is greater

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than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition be satisfied, all remaining amounts on deposit therein for payment to HVF.

Section 3.15.          Class B Letters of Credit and Class B Cash Collateral Account.

(a)           (I)  Class B Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Ford Cash Collateral Account Collateral”).

(II)           Class B Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2005-4 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2005-4 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Class B Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Class B Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Class B Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Class B Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Class B Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Class B Non-Ford Cash Collateral Account Collateral”).

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(b)           Class B Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding the amount available to be drawn under such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be equal to or greater than the Class A Required Enhancement Amount, (ii) the Class B Enhancement Amount would be equal to or greater than the Class B Required Enhancement Amount, (iii) the Class B Liquidity Amount would be equal to or greater than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2005-4 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Class B Letter of Credit Expiration Date with respect to any Class B Letter of Credit, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (i) the Class A Adjusted Enhancement Amount would be less than the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount would be less than the Class B Required Enhancement Amount , (iii) the Class B Adjusted Liquidity Amount would be less than the Class B Required Liquidity Amount or (iv) if the expiring Class B Letter of Credit is a Class B Non-Ford Letter of Credit, the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2005-4 Demand Note Payment Amount, then the Administrator shall notify the Trustee in writing no later than fifteen (15) Business Days prior to such Class B Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding such Class B Letter of Credit but taking into account any substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding such Class B Letter of Credit but taking into account each substitute Class B Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider or a Class B Eligible Ford Letter of Credit Provider, as applicable, and is in full force and effect on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-4

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Demand Note Payment Amount over the sum of the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount, excluding such Class B Non-Ford Letter of Credit but taking into account each substitute Class B Non-Ford Letter of Credit which has been obtained from a Class B Eligible Letter of Credit Provider and is in full force and effect on such date and (y) the amount available to be drawn on such expiring Class B Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Class B Letter of Credit Expiration Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day draw the full amount of such Class B Letter of Credit by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursements to be deposited in the applicable Class B Cash Collateral Account.

(c)           Class B Letter of Credit Providers.  The Administrator shall notify the Trustee and Fitch in writing within one Business Day of becoming aware that the short-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Class B Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Class B Letter of Credit Provider, a “Class B Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Class B Downgrade Event with respect to any Class B Letter of Credit Provider, the Administrator shall notify the Trustee in writing on such date of (i) the greatest of (A) the excess, if any, of the Class A Required Enhancement Amount over the Class A Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (B) the excess, if any, of the Class B Required Enhancement Amount over the Class B Adjusted Enhancement Amount, excluding the available amount under the Class B Letter of Credit issued by such Class B Letter of Credit Provider, on such date, (C) the excess, if any, of the Class B Required Liquidity Amount over the Class B Adjusted Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (D) solely with respect to a Class B Non-Ford Letter of Credit, the excess, if any, of the Series 2005-4 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount over the Class B Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Class B Letter of Credit, on such date, and (ii) the amount available to be drawn on such Class B Non-Ford Letter of Credit on such date.  Upon receipt of such

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notice by the Trustee on or prior to 10:30 a.m. (New York City time) on any Business Day, the Trustee shall, by 12:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:30 a.m. (New York City time), by 12:00 p.m. (New York City time) on the next following Business Day), draw on such Class B Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Class B Certificate of Termination Demand and shall cause the Class B LOC Termination Disbursement to be deposited in a Class B Non-Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Non-Ford Letter of Credit, and the Class B Ford Cash Collateral Account, in the case of a Class B LOC Termination Disbursement under a Class B Ford Letter of Credit.

(d)           Class B Preference Amount Demands on the Class B Letters of Credit.  If a Class B Noteholder notifies the Trustee in writing that a Class B Preference Amount is due and owing, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Class B Preference Amount and (ii) the Class B Non-Ford Letter of Credit Liquidity Amount on the Class B Non-Ford Letters of Credit by presenting to each Class B Non-Ford Letter of Credit Provider a draft accompanied by a Class B Certificate of Preference Payment Demand and shall cause the Class B LOC Preference Payment Disbursements to be paid to the Class B Noteholders; provided, however, that if the Class B Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the product of (a) 100% minus the Class B Non-Ford Cash Collateral Percentage and  (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Class B Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee.  Prior to any draw on the Class B Non-Ford Letters of Credit or withdrawal from the Class B Non-Ford Cash Collateral Account pursuant to this Section 3.15(d), the Trustee shall have received a certified copy of the order requiring the return of such Class B Preference Amount.

(e)           (I)  Reductions in Stated Amounts of the Class B Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-3-1, requesting a reduction in the stated amount of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Ford Letter of Credit Provider who issued such Class B Ford Letter of Credit with a copy to Ford a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, and (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-3-2, requesting the replacement of any Class B Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute

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Class B Ford Letter of Credit having a stated amount equal to the available amount of the Class B Ford Letter of Credit being replaced issued by a Class B Eligible Ford Letter of Credit Provider deliver to the Class B Letter of Credit Provider who issued the Class B Ford Letter of Credit being replaced a written notice in the form provided in such Class B Ford Letter of Credit confirming cancellation of such Class B Ford Letter of Credit and shall deliver such cancelled Class B Ford Letter of Credit to such Class B Letter of Credit Provider as soon as practicable.

(II)           Reductions in Stated Amounts of the Class B Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-4, requesting a reduction in the stated amount of any Class B Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Class B Non-Ford Letter of Credit Provider who issued such Class B Non-Ford Letter of Credit a Class B Notice of Reduction requesting a reduction in the stated amount of such Class B Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Class B Non-Ford Letter of Credit, (i) the Class A Adjusted Enhancement Amount will equal or exceed the Class A Required Enhancement Amount, (ii) the Class B Adjusted Enhancement Amount will equal or exceed the Class B Required Enhancement Amount, (iii) the Class B Adjusted Liquidity Amount will equal or exceed the Class B Required Liquidity Amount and (iv) the Class B Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2005-4 Demand Note Payment Amount minus the Class A Non-Ford Letter of Credit Liquidity Amount.

(f)            (I)  Draws on the Class B Ford Letters of Credit.  If there is more than one Class B Ford Letter of Credit on the date of any draw on the Class B Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.15(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Ford Letter of Credit Provider issuing such Class B Ford Letter of Credit of the amount of such draw on the Class B Ford Letters of Credit.

(II)           Draws on the Class B Non-Ford Letters of Credit.  If there is more than one Class B Non-Ford Letter of Credit on the date of any draw on the Class B Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 3.15(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Class B Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Class B Non-Ford Letter of Credit Provider issuing such Class B Non-Ford Letter of Credit of the amount of such draw on the Class B Non-Ford Letters of Credit.

(g)           (I)  Establishment of Class B Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Ford Letter of Credit pursuant to Section 3.15(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Ford Cash Collateral Account”), bearing a

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designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Ford Cash Collateral Account into the new Class B Ford Cash Collateral Account.

(II)           Establishment of Class B Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Class B Non-Ford Letter of Credit pursuant to Section 3.15(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider, an account (the “Class B Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2005-4 Noteholders, Ford and each Interest Rate Hedge Provider.  The Class B Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Class B Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Class B Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Class B Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Class B Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Class B Non-Ford Cash Collateral Account into the new Class B Non-Ford Cash Collateral Account.

(h)           Administration of the Class B Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Class B Cash Collateral Account to invest funds on deposit in a Class B Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Class B Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received (including funds received upon a payment in respect of a Permitted Investment made with funds on deposit in the Class B Cash Collateral Account), unless any Permitted Investment held in the Class B Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Class B Cash Collateral Account shall remain uninvested.

(i)            Earnings from Class B Cash Collateral Account.  All Class B Cash Collateral Account Interest and Earnings shall be deemed to be on deposit therein and available for distribution.

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(j)            Class B Cash Collateral Account Surplus.  (X) In the event that the Class B Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator, shall, subject to the limitations set forth in this Section 3.15(j)(X), withdraw the amount specified by the Administrator from the Class B Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 3.15(j)(X).  The amount of any such withdrawal from the Class B Ford Cash Collateral Account shall be limited to the lesser of (a) the Class B Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Class B Non-Ford Cash Collateral Account shall be limited to the least of (a) the Class B Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Class B Cash Collateral Account Surplus (after giving effect to any withdrawal from the Class B Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Class B Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the excess, if any, of the Series 2005-4 Demand Note Payment Amount over the Class A Non-Ford Letter of Credit Liquidity Amount on such Payment Date.  Any amounts withdrawn from the Class B Ford Cash Collateral Account pursuant to this Section 3.15(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Class B Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Class B Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers in respect of the Class B Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Class B Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amount.  (Y) Irrespective of whether there is a Class B Cash Collateral Account Surplus, in the event that the Class B Ford Cash Collateral Account has been established pursuant to Section 3.15(g)(I) of this Series Supplement, the proceeds of one or more Class B LOC Termination Disbursements have been deposited therein pursuant to Section 3.15(b) or Section 3.15(c) of this Series Supplement and Ford delivers to the Trustee a Class B Ford Letter of Credit from a Class B Eligible Ford Letter of Credit Provider, the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Class B Ford Cash Collateral Account an amount equal to the stated amount of such Class B Ford Letter of Credit and pay such amount to Ford.

(k)           Termination of Class B Cash Collateral Account.  On the earlier of the termination of this Series Supplement in accordance with Section 7.14 and the Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Class B Ford Cash Collateral Account and (i) pay

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to Ford an amount equal to the lesser of (x) the Class B Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of Class B LOC Termination Disbursements deposited into the Class B Ford Cash Collateral Account pursuant to Section 3.15(b) or Section 3.15(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 3.3(e)(II)(Y) or Section 3.5(c)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 3.17 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Class B Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Class B Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2005-4 Noteholders, the Insurer, Ford and each Interest Rate Hedge Provider and payable from the Class B Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Class B Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 3.15(d) above) and shall pay such amounts, first, to Ford, to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, pro rata to the Class B Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Class B Disbursements due and owing to such Class B Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Class B Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, only to the extent that after giving effect to such payment the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

Section 3.16.          Subordination of Class B Notes.  Notwithstanding anything to the contrary contained herein or in any other Related Document, the Class B Notes will be subordinate in all respects to the Class A Notes.  No payments on account of interest or principal with respect to the Class B Notes shall be made on any Payment Date until all payments of interest and principal then due and payable with respect to the Class A Notes on such Payment Date (including, without limitation, all accrued interest, all interest accrued on such accrued interest, all Class A Deficiency Amounts and all Mandatory Decreases) have been paid in full and all Insurer Fees and Insurer Reimbursement Amounts due on such Payment Date have been paid in full.

The Class B Noteholders shall not be entitled to receive the benefit of amounts (i) available under any Class A Letter of Credit, (ii) on deposit in a Class A Cash Collateral Account and (iii) on deposit in the Class A Reserve Account, in each case until the Class A Notes have been paid in full.

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Section 3.17.          Reimbursement Obligation.  (a)  HVF agrees to pay to Ford, in accordance with, and solely to the extent of funds available therefore under, the Indenture:

(i)            on and after each date on which a Series 2005-4 Ford Letter of Credit Provider shall pay any Ford LOC Disbursement under a Series 2005-4 Ford Letter of Credit, an amount equal to such Ford LOC Disbursement;

(ii)           on and after each date on which any amount is withdrawn from the Class A Ford Cash Collateral Account pursuant to Section 3.3(e)(I)(Y) or Section 3.5(c)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal; and

(iii)          on and after each date on which any amount is withdrawn from the Class B Ford Cash Collateral Account pursuant to Section 3.3(e)(II)(Y) or Section 3.5(c)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal.

(b)           Notwithstanding the foregoing, prior to the earlier of (i) the Legal Final Payment Date and (ii) the termination of this Series Supplement in accordance with Section 7.14 of this Series Supplement, any amount payable by HVF to Ford pursuant to Section 3.17(A)(ii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class A Ford Cash Collateral Account and any amount payable by HVF to Ford pursuant to Section 3.17(A)(iii) of this Series Supplement shall be paid by HVF by depositing such amount in the Class B Ford Cash Collateral Account.

(c)           HVF agrees that Ford shall be deemed a “Secured Party” under the Base Indenture and the Related Documents to the extent of Ford Reimbursement Obligations payable by HVF to Ford.  Ford Reimbursement Obligations shall be absolute, unconditional and irrevocable, and shall be paid under all circumstances, including, without limitation, the following circumstances:

(i)            any lack of validity or enforceability of this Series Supplement, the Indenture, any Related Document or any Series 2005-4 Ford Letter of Credit;

(ii)           the existence of any claim, set-off, defense or other right which HVF may have at any time against Ford, the Trustee or any other beneficiary or any transferee of any Series 2005-4 Ford Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), whether in connection with this Series Supplement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(iii)          any statement or any other document presented under any Series 2005-4 Ford Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

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(iv)          any statement or any other document presented under any Series 2005-4 Ford Letter of Credit proving to be insufficient in any respect;

(v)           payment by a Series 2005-4 Ford Letter of Credit Provider under a Series 2005-4 Ford Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Series 2005-4 Ford Letter of Credit;

(vi)          any non-application or misapplication by the Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the Class A Ford Cash Collateral Account or the Class Ford B Cash Collateral Account; or

(vii)         any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, HVF.

ARTICLE IV

AMORTIZATION EVENTS

In addition to the Amortization Events set forth in Section 9.1 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2005-4 Notes and shall constitute the Amortization Events set forth in Section 9.1(j) of the Base Indenture with respect to the Series 2005-4 Notes:

(a)           HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2005-4 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(b)           HVF defaults in the payment of any principal of the Series 2005-4 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)           a Class Enhancement Deficiency shall occur and continue for at least three (3) Business Days;

(d)           a Class Liquidity Deficiency shall occur and continue for at least three (3) Business Days;

(e)           all principal of and interest on the Class A Notes, the Class B-1 Notes and the Class B-2 Notes is not paid in full on or before the Expected Final Payment Date;

(f)            the Class A Asset Amount shall be less than the Class A Required Asset Amount for at least three (3) Business Days or the Class B Asset Amount shall be less than the Series 2005-4 Required Asset Amount for at least three (3) Business Days;

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(g)           the Insured Principal Deficit Amount shall be greater than zero;

(h)           the Class A Reserve Account, a Class A Cash Collateral Account, the Class B Reserve Account, a Class B Cash Collateral Account, the Series 2005-4 Excess Collection Account or any HVF Exchange Account shall be subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days and either a Class Enhancement Deficiency or a Class Liquidity Deficiency would result from excluding the amount on deposit in any such account that is subject to an injunction, estoppel or other stay or a Lien (other than a Permitted Lien) for at least three (3) Business Days from the Class Enhancement Amount or the Class Liquidity Amount, to the extent applicable;

(i)            the Trustee shall make a demand for payment under the Insurance Policy;

(j)            the occurrence of an Event of Bankruptcy with respect to the Insurer;

(k)           the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy;

(l)            in the event that One-Month LIBOR exceeds 8.00%, HVF shall fail to obtain, within 30 days of such an occurrence, one or more Series 2005-4 Interest Rate Hedges from one or more Eligible Interest Rate Hedge Providers in an aggregate initial notional amount equal to the aggregate Principal Amount of the Class A Notes, each with a strike rate equal to no more than 9.00%;

(m)          the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2005-4 Collateral (other than the Initial Hertz Vehicles and the Service Vehicles) or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

(n)           the occurrence of a Servicer Event of Default;

(o)           HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2005-4 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2005-4 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2005-4 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-4 Notes; or

(p)           any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2005-4 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF

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obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2005-4 Notes.

In the case of

(i)            any event described in clauses (a) through (m) above, an Amortization Event with respect to the Series 2005-4 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2005-4 Noteholder or

(ii)           any event described in clauses (n) through (p) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2005-4 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2005-4 Notes has occurred as of the date of the notice.

Amortization Events with respect to the Series 2005-4 Notes described in clauses (j) and (k) above will not be subject to waiver.  An Amortization Event with respect to the Series 2005-4 Notes described in clauses (a) through (i) and clauses (l) through (p) above will be subject to waiver in accordance with Section 9.4 of the Base Indenture.

Notwithstanding anything herein to the contrary, an Amortization Event with respect to the Series 2005-4 Notes described in clause (m) above shall be curable at any time.

ARTICLE V

RESERVED

ARTICLE VI

FORM OF SERIES 2005-4 NOTES

Section 6.1.            Issuance of Class A Notes.  The Class A Notes will be issued in the form of definitive notes in fully registered form without interest coupons, substantially in the form set forth in Exhibit A-1 hereto, and will be sold to the Class A Noteholders pursuant to and in accordance with the Class A Note Purchase Agreement and shall be duly executed by HVF and authenticated by the Trustee in the manner set forth in Section 2.4 of the Base Indenture.  Other than in accordance with this Series Supplement and the Class A Note Purchase Agreement, the Class A Notes will not be permitted to be transferred, assigned, exchanged or otherwise pledged or conveyed by the Class A Noteholders.  The Class A Notes shall bear a face amount equal to up to the Class A Maximum Principal Amount as of the Series 2005-4 Closing Date, and shall be initially issued in a principal amount equal to the Class A Initial Principal Amount.  The Trustee shall, or shall cause the Registrar, to record any Increases or Decreases with

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respect to the Class A Principal Amount such that the principal amount of the Class A Notes that are outstanding accurately reflects all such Increases and Decreases.

The Class A Notes may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such Class A Notes, as evidenced by their execution of the Class A Notes.  The Class A Notes may be produced in any manner, all as determined by the officers executing such Class A Notes, as evidenced by their execution of such Class A Notes. The initial sale of the Class A Notes is limited to Persons who have executed the Class A Note Purchase Agreement.

Section 6.2.            Issuance of Class B Notes.  The Class B Notes may be offered and sold on any Series 2005-4 Class B Notes Closing Date by HVF pursuant to a Class B Purchase Agreement.  The Class B Notes will be resold initially only (A) to qualified institutional buyers (as defined in Rule 144A) (“QIBs”) in reliance on Rule 144A and (B) to Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  The Class B Notes may thereafter be transferred to QIBs or purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Class B Notes will be Book-Entry Notes and DTC will be the Depository for the Class B Notes.  The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Class B Notes.

(a)           Restricted Global Notes.  Each Class of the Class B Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the form set forth in Exhibits A-2-1 and A-3-1 respectively, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

(b)           Regulation S Global Notes and Unrestricted Global Notes.  Any Class B Notes offered and sold on a Series 2005-4 Class B Notes Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-2-2 and A-3-2, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated with respect to any Class B Note, such Class B Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated, such Class B Notes shall be exchangeable, in

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whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth in Exhibits A-2-3 and A-3-3, as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

Section 6.3.            Transfer of Class A Notes.

(a)           Subject to the terms of the Indenture and the Class A Note Purchase Agreement, the holder of any Class A Note may transfer the same in whole or in part, in an amount equivalent to an authorized denomination, by surrendering such Class A Note at the office maintained by the Registrar for such purpose pursuant to Section 2.5(a) of the Base Indenture, with the form of transfer endorsed on it duly completed and executed by, or accompanied by a written instrument of transfer in form satisfactory to HVF and the Registrar by, the holder thereof and accompanied by a certificate substantially in the form of Exhibit F-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) an Assignment and Assumption Agreement substantially in the form of Exhibit B to the Class A Note Purchase Agreement or (ii) an Investor Group Supplement substantially in the form of Exhibit C to the Class A Note Purchase Agreement, then such Class A Noteholder will not be required to submit a certificate substantially in the form of Exhibit F-1 hereto upon transfer of its interest in such Class A Note.  In exchange for any Class A Note properly presented for transfer, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered in compliance with applicable law, to the transferee at such office, or send by mail (at the risk of the transferee) to such address as the transferee may request, Class A Notes for the same aggregate principal amount as was transferred.  In the case of the transfer of any Class A Note in part, HVF shall execute and the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered to the transferor at such office, or send by mail (at the risk of the transferor) to such address as the transferor may request, Class A Notes for the aggregate principal amount that was not transferred.  No transfer of any Class A Note shall be made unless the request for such transfer is made by the Class A Noteholder at such office.  Neither HVF nor the Trustee shall be liable for any delay in delivery of transfer instructions and each may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of transferred Class A Notes, the Trustee shall recognize the Holders of such Class A Note as Class A Noteholders.

(b)           Each Class A Note shall bear the following legend:

THIS CLASS A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES OR “BLUE SKY” LAWS.  THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT OF HVF THAT SUCH CLASS A NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT

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WITH A VIEW TO DISTRIBUTION AND TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (C), TO REQUIRE THE DELIVERY TO IT OF A PURCHASER’S LETTER IN THE FORM OF EXHIBIT F-1 TO THE SERIES 2005-4 SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH PURCHASER IS AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

The required legends set forth above shall not be removed from the Class A Notes except as provided herein.

Section 6.4.            Transfer of Class B Notes.

(a)           A Series 2005-4 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 6.4(a) shall not prohibit any transfer of a Class B Note that is issued in exchange for a Series 2005-4 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2005-4 Global Note effected in accordance with the other provisions of this Section 6.4.

(b)           The transfer by a Class B Noteholder holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)           If a Class B Noteholder holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person

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who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.4(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-2 given by the Class B Noteholder holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)           If a Class B Noteholder holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.4(d).  Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-3 given by the Class B Noteholder holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the

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Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)           If a Class B Noteholder holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 6.4(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-4 given by such Class B Noteholder holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)            In the event that a Series 2005-4 Global Note or any portion thereof is exchanged for Class B Notes other than Series 2005-4 Global Notes, such other Class B Notes may in turn be exchanged (upon transfer or otherwise) for Class B Notes that are not Series 2005-4 Global Notes or for a beneficial interest in a Series 2005-4 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 6.4(a) through Section 6.4(e) and Section 6.4(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2005-4 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

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(g)           Until the termination of the Restricted Period with respect to any Class B Note, interests in the Regulation S Global Notes representing such Class B Note may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 6.4(g) shall not prohibit any transfer in accordance with Section 6.4(d) of this Series Supplement.  After the expiration of the applicable Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)           The Class B Notes shall bear the following legends to the extent indicated:

(i)            The Restricted Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii)           The Regulation S Global Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY

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PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii)          The Series 2005-4 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(iv)          The required legends set forth above shall not be removed from the applicable Class B Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Class B Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the

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direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Class B Note or Class B Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Class B Note as provided above, no other Class B Note issued in exchange for all or any part of such Class B Note shall bear such legend, unless HVF has reasonable cause to believe that such other Class B Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

ARTICLE VII

GENERAL

Section 7.1.            Optional Redemption of Class A Notes.  The Class A Notes shall be subject to repurchase (in whole) by HVF at its option, upon three (3) Business Days’ prior written notice to the Trustee, in accordance with Section 6.1 of the Base Indenture at any time; provided, however, that, as a condition precedent to any repurchase, on or prior to the date on which any Class A Note is repurchased by HVF pursuant to this Section 7.1, HVF (i) shall pay the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts, (ii) shall pay to each Interest Rate Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider under its related Series 2005-4 Interest Rate Hedge and (iii) shall pay to Ford all unpaid Ford Reimbursement Obligations, in each case as of the Payment Date fixed for redemption.  The repurchase price for any Class A Note (in each case, the “Class A Repurchase Amount”) shall equal the sum of (a) the aggregate outstanding principal balance 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 Section 7.1), plus (b) (i) with respect to the portion of such principal balance which 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 purchase under this Section 7.1 and the aggregate discount to accrue on such Class A Commercial Paper from the date of purchase under this Section 7.1 to the maturity date of such Class A Commercial Paper, or (ii) with respect to the portion of such principal balance which was funded with Class A Commercial Paper that was not issued at a discount, all accrued and unpaid interest on such Class A Commercial Paper from the issuance date(s) thereof to the date of purchase under this Section 7.1 (and any breakage costs associated with the prepayment of such interest-bearing Class A Commercial Paper), or (iii) with respect to the portion of such principal balance which was funded other than with Class A Commercial Paper, all accrued and unpaid interest on such principal balance through the date of purchase under this Section 7.1, plus (c) any other amounts then due and payable to the holders of such Series 2005-4 Notes pursuant hereto and pursuant to the Class A Note Purchase Agreement.

Section 7.2.            Optional Redemption of Class B Notes.  (a)  HVF may, at its option, redeem any Class of Class B Notes as a whole on any Payment Date on which the Class B-1 Principal Amount or the Class B-2 Principal Amount as the case may be, is equal to or less than 10% of the Initial Class B-1 Principal Amount or the Initial Class B-

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2 Principal Amount, as the case may be, with funds deposited in the Series 2005-4 Distribution Account pursuant to Section 3.2 of this Series Supplement, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon; provided, however, as a condition precedent to any redemption, HVF shall pay to the Insurer all Insurer Fees and all other Insurer Reimbursement Amounts due and payable, to each Interest Rate Hedge Provider all amounts due and owing to such Interest Rate Hedge Provider under its related Series 2005-4 Interest Rate Hedge and to Ford, all unpaid Ford Reimbursement Obligations.

(b)           If HVF elects to redeem any Class of the Class B Notes pursuant to the provisions of Section 7.2, it shall notify the Trustee in writing at least 30 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the Class B Notes subject to redemption and (iii) the principal amount of the Class B Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.1 of the Base Indenture to the Class B Noteholders of the Class B Notes to be redeemed.  Such notice shall be given not less than ten (10) days prior to the intended date of redemption.

Section 7.3.            Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2005-4 Notes, substantially in the form of Exhibit G, setting forth, inter alia, the following information:

(i)            the total amount available to be distributed to Series 2005-4 Noteholders on such Payment Date;

(ii)           the amount of such distribution allocable to the payment of principal of each Class of the Series 2005-4 Notes;

(iii)          the amount of such distribution allocable to the payment of interest on each Class of the Series 2005-4 Notes;

(iv)          the Class A Percentage;

(v)           the Series 2005-4 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(vi)          the Class A Enhancement Amount, the Class A Adjusted Enhancement Amount, the Class A Liquidity Amount, the Class A Adjusted Liquidity Amount, the Class B Enhancement Amount, the Class B Adjusted Enhancement Amount, the Class B Liquidity Amount and the Class B Adjusted Liquidity Amount, in each case, as of the close of business on the last day of the Related Month;

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(vii)         whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

(viii)        whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(ix)           whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2005-4 Notes has occurred;

(x)            the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(xi)           the Non-Eligible Vehicle Amount, the Class A Non-Eligible Vehicle Percentage, the BBB-/Baa3 Vehicle Percentage, the BBB-/Baa3 EPM Amount, the BBB-/Baa3 Vehicle Percentage Excess, the Mazda Vehicle Percentage Excess, and the Class A Non-Investment Grade Manufacturer Vehicle Percentage as of the close of business on the last day of the Related Month;

(xii)          the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xiii)         the Class A Required Non-Eligible Vehicle Enhancement Percentage as of the close of business on the last day of the Related Month and the Non-Program Vehicle Measurement Month Average, if any, included in the calculation of such Class A Required Non-Eligible Vehicle Enhancement Percentage;

(xiv)        the Class A Required Enhancement Incremental Amount and the Class B Required Enhancement Incremental Amount, if any, as of the close of business on the last day of the Related Month;

(xv)         the Class A Required Liquidity Amount and the Class B Required Liquidity Amount, if any, as of the close of business on the last day of the Related Month, and whether a Class Liquidity Deficiency with respect to any Class of Series 2005-4 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvi)        the Class A Required Enhancement Amount and the Class B Required Enhancement Amount as of the close of business on the last day of the Related Month, and whether a Class Enhancement Deficiency with respect to any Class of Series 2005-4 Notes existed and the amount thereof, in each case as of the close of business on the last day of the Related Month;

(xvii)       the Class A Required Overcollateralization Amount, the Class A Overcollateralization Amount, the Class B Required

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Overcollateralization Amount and the Class B Overcollateralization Amount, in each case, as of the close of business on the last day of the Related Month;

(xviii)      the Class A Required Reserve Account Amount, the Class A Available Reserve Account Amount, the Class B Required Reserve Account Amount and the Class B Available Reserve Account Amount, in each case, as of the close of business on the last day of the Related Month;

(xix)         the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xx)          the percentage of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer;

(xxi)         the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Non-Program Vehicles manufactured by such Manufacturer;

(xxii)        the Principal Amount with respect to each Class of Class A Notes as of such Payment Date and the Principal Amount with respect to each Class of Class B Notes as of such Payment Date; and

(xxiii)       such other items as may be specified in a Class B Notes Term Sheet.

The Trustee shall provide to the Series 2005-4 Noteholders, or their designated agent, the Insurer and each Interest Rate Hedge Provider copies of each Monthly Noteholders’ Statement.

Section 7.4.            Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1:Series 2005-4 Variable Funding Rental Car Asset Backed Notes, Class A

Exhibit A-2-1:Form of Restricted Global Class B-1 Note

Exhibit A-2-2:Form of Regulation S Global Class B-1 Note

Exhibit A-2-3: Form of Unrestricted Global Class B-1 Note

Exhibit A-3-1: Form of Restricted Global Class B-2 Note

Exhibit A-3-2: Form of Regulation S Global Class B-2 Note

Exhibit A-3-3: Form of Unrestricted Global Class B-2 Note

Exhibit B-1-1:Form of Class A Letter of Credit

Exhibit B-1-2:Form of Class A Ford Letter of Credit

Exhibit B-2-1:Form of Class B Letter of Credit

Exhibit B-2-2:Form of Class B Ford Letter of Credit

Exhibit C:Form of Lease Payment Deficit Notice

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Exhibit D-1-1:Form of Class A Ford Letter of Credit Reduction Notice

Exhibit D-1-2:Form of Class A Ford Letter of Credit Termination Notice

Exhibit D-2:Form of Class A Non-Ford Letter of Credit Reduction Notice

Exhibit D-3-1:Form of Class B Ford Letter of Credit Reduction Notice

Exhibit D-3-2:Form of Class B Ford Letter of Credit Termination Notice

Exhibit D-4:Form of Class B Non-Ford Letter of Credit Reduction Notice

Exhibit E:Form of Purchaser’s Letter

Exhibit F-1:Form of Class A Transfer Certificate

Exhibit F-2:Form of Restricted Global Note Transfer Certificates

Exhibit F-3:Form of Regulation S Global Note Transfer Certificates

Exhibit F-4:Form of Unrestricted Global Note Transfer Certificates

Exhibit G:Form of Monthly Noteholders’ Statement

Exhibit H:Form of Series 2005-4 Demand Note

Exhibit I:Form of Estimated Interest Adjustment Notice

Section 7.5.            Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

Section 7.6.            Notice to Insurer, the Rating Agencies, each Interest Rate Hedge Provider and Ford.  The Trustee shall provide to the Insurer, each Rating Agency and each Interest Rate Hedge Provider a copy of each notice to the Series 2005-4 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.  Each such Opinion of Counsel to be delivered to the Insurer shall be addressed to the Insurer, shall be from counsel reasonably acceptable to the Insurer and shall be in form and substance reasonably acceptable to the Insurer.  The Trustee shall provide notice to each Rating Agency of any consent by the Insurer to the waiver of the occurrence of any Series 2005-4 Limited Liquidation Event of Default.  In addition, for so long as the Ford LOC Exposure Amount is greater than zero, the Trustee shall provide to Ford a copy of each report, notice and other information provided to the Series 2005-4 Noteholders pursuant to this Series Supplement or any other Related Document.  All such notices, opinions, certificates or other items to be delivered to the Insurer shall be forwarded to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention: Insured Portfolio Management Structured Finance (IPM-SF) (Hertz Vehicle Financing LLC Series 2005-4 Rental Car Asset Backed Notes), Facsimile No.: (914) 765-3810, Confirmation No.: (914) 273-4545.  All such notices, opinions, certificates or other items to be delivered to the Interest Rate Hedge Provider shall be forwarded to the address specified for notices in the Series 2005-4 Interest Rate Hedge.  All such notices, opinions, certificates or other items to be delivered to Ford shall be forwarded to Ford Motor Company, 1 American Road, Dearborn, MI 48126 Attention: Director — Global Banking, Facsimile No.: (313) 594-0110.  In the event that the Annualized Financing Cost, calculated with respect to the amounts payable in any Series 2005-4 Interest Period, exceeds 10%, HVF shall provide Moody’s with notice of such event.  In the event that One-Month LIBOR exceeds 8.00%, HVF shall provide the Insurer with notice of such event.

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Section 7.7.            Insurer Deemed Class A Noteholder and Secured Party.  Except for any period during which an Insurer Default is continuing, the Insurer shall be deemed to be the holder of 100% of the Class A Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, declarations, notices and/or taking any other action pursuant to the Base Indenture, this Series Supplement and the other Related Documents.  Any reference in the Base Indenture or the Related Documents to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Class A Notes, to refer to the rights or interests of the Insurer.  In addition, the Insurer shall constitute an “Enhancement Provider” with respect to the Series 2005-4 Notes for all purposes under the Base Indenture, the other Related Documents and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2005-4 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, the Insurer shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to the Insurer pursuant to this Series Supplement.  Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is made for, action is taken for or agreed to be taken for, or a representation or warranty is made for, the benefit of the Class A Noteholders, the Insurer shall be deemed to be the Class A Noteholders with respect to 100% of the Series 2005-4 Notes for such purposes.  In addition, all provisions of this Series Supplement (i) requiring the consent (written or otherwise), approval, advice or satisfaction of the Insurer, (ii) requiring notice to be provided to the Insurer, (iii) requiring any other action or involvement on the part of the Insurer, (iv) granting to the Insurer any rights or remedies, (v) taking into consideration the interests of the Insurer, or the effect of any event or action on the Insurer or (vi) permitting the Insurer to take any actions, in each case shall no longer have any effect at any time after the Class A Notes have been paid in full and the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement.

Section 7.8.            Third Party Beneficiary.  Each of the Insurer, Ford, in its capacity as accountholder of a Series 2005-4 Ford Letter of Credit, and each Interest Rate Hedge Provider is an express third party beneficiary of (i) the Base Indenture to the extent of provisions relating to any Enhancement Provider, in the case of the Insurer and the Series 2005-4 Interest Rate Hedge Provider, or to the extent of the provisions relating to Ford, in the case of Ford and (ii) this Series Supplement.

Section 7.9.            Prior Notice by Trustee to Insurer.  Subject to Section 10.1 of the Base Indenture, except for any period during which an Insurer Default is continuing, the Trustee agrees that so long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes, other than the Series 2005-4 Notes, it shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2005-4 Notes (except those set forth in clauses (j) and (k) of Article IV of this Series Supplement) until after the Trustee has given prior written notice thereof to the Insurer and obtained the direction of the Insurer, so long as the Insurer, through operation of Section 7.7 of this Series Supplement, constitutes the Required Noteholders of the Series 2005-4 Notes.  The Trustee agrees to notify the Insurer promptly following any exercise of rights or remedies available to it as

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a result of the occurrence of an Amortization Event with respect to the Series 2005-4 Notes.

Section 7.10.          Subrogation.  In furtherance of and not in limitation of the Insurer’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent of any payment made by the Insurer under the Insurance Policy with respect to interest on or principal of the Series 2005-4 Notes, the Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment to the rights of the Series 2005-4 Noteholders under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as the Insurer may reasonably request to evidence such subrogation.

Furthermore, in furtherance of and not in limitation of Ford’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent that Ford LOC Disbursements or amounts on deposit in the Class A Ford Cash Collateral Account or Class B Ford Cash Collateral Account are applied to pay interest on or principal of the Series 2005-4 Notes and Ford has reimbursed the applicable Series 2005-4 Letter of Credit Providers for such Ford LOC Disbursements or such amounts deposited in the Class A Ford Cash Collateral Account or the Class B Ford Cash Collateral Account, Ford is to be fully subrogated to the extent of such payment under the Indenture; provided such rights shall be subordinated in all respects to the rights of subrogation of the Insurer set forth in the preceding paragraph and to the rights of the Noteholders to the payment in full of all amounts owing to them under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as Ford may reasonably request to evidence such subrogation.

Section 7.11.          Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 7.12.          Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

Section 7.13.          Amendments.  This Series Supplement and any Class B Notes Term Sheet may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2005-4 Notes; provided, further, that, if the consent of the Required Noteholders with respect to the Series 2005-4 Notes is required for a proposed amendment or modification of this Series Supplement that does not affect in any material respect one or more Classes of the Series 2005-4 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2005-4 Noteholders representing more than 50% of the aggregate outstanding principal amount of the Classes of the Series 2005-4

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Notes affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2005-4 Noteholders holding the Classes of the Series 2005-4 Notes not affected by such amendment or modification); provided, further, that for so long as any Class B Notes are outstanding, any amendment to any of the Related Documents that (i) pursuant to the terms of the Base Indenture would require the consent of the Required Noteholders with respect to the Series 2005-4 Notes and (ii) would result in a reduction in the amount of Rent payable under the Lease or would otherwise have the effect of reducing the Enhancement available to the Class B Notes shall require the consent of Class B Noteholders holding more than 50% of the Class B Notes; provided, further, that, any amendment or other modification to this Series Supplement or any of the Related Documents that would extend the due date for, or reduce the amount of, any scheduled repayment or prepayment of principal of or interest on the Series 2005-4 Notes (or reduce the principal amount of or rate of interest on the Series 2005-4 Notes), or, pursuant to the Related Documents, would require the consent of 100% of the Series 2005-4 Noteholders or each Series 2005-4 Noteholder affected by such amendment or modification, shall require the prior written consent of each Conduit Investor and Committed Note Purchaser or each Conduit Investor and each Committed Note Purchaser affected thereby, as applicable.  Any amendment to this Series Supplement that adversely affects in any material respect the interests of an Interest Rate Hedge Provider shall require the prior written consent of such Interest Rate Hedge Provider.  For so long as the Ford LOC Exposure Amount is greater than zero, any amendment to any provision of this Series Supplement shall be subject to Section 7.18 of this Series Supplement. Furthermore, for so long as any Class A Notes are Outstanding, any amendment, waiver or other modification pursuant to Section 12.2(iii) of the Base Indenture shall require the prior written consent of the Insurer, such consent not to be unreasonably withheld or delayed.

Section 7.14.          Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2005-4 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2005-4 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, (iii) the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement, (iv) each Interest Rate Hedge Provider has been paid all amounts due and owing to it from HVF under its Series 2005-4 Interest Rate Hedge, (v) Ford has been paid all amounts payable to it hereunder and no amounts are required hereby to be retained in any Series Account with respect to the Series 2005-4 Notes and (vi) the Series 2005-4 Demand Note Payment Amount is equal to zero or the Class A Non-Ford Letter of Credit Liquidity Amount and the Class B Non-Ford Letter of Credit Liquidity Amount are each equal to zero.

Section 7.15.          Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 7.14 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.1(b) of the Base Indenture shall be effective as to the Series 2005-4 Notes without the consent of the Required Noteholders with respect to the Series 2005-4 Notes.

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Section 7.16.          Effect of Payment by Insurer.  Anything in this Series Supplement to the contrary notwithstanding, any payments of principal of or interest on the Class A Notes that is made with moneys received pursuant to the terms of the Insurance Policy shall not (except for the purpose of calculating the Class A Outstanding Principal Amount) be considered payment of the Class A Notes by HVF.  The Trustee acknowledges that, without the need for any further action on the part of the Insurer, (i) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on, the Class A Notes to the Trustee for the benefit of the Class A Noteholders or to the Class A Noteholders (including any Preference Amounts as defined in the Insurance Policy), the Insurer will be fully subrogated to the rights of such Class A Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Class A Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Class A Noteholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided in this Series Supplement for payment of such principal and interest and, in each case, only after the Class A Noteholders have received all payments of principal and interest due to them under this Series Supplement on the related Payment Date.

Section 7.17.          Interest Rate Hedge Provider Deemed Secured Party.  Each Interest Rate Hedge Provider shall constitute an “Enhancement Provider” with respect to the Series 2005-4 Notes for all purposes under the Base Indenture, the other Related Documents and each Series 2005-4 Interest Rate Hedge shall constitute an “Enhancement Agreement” with respect to the Series 2005-4 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, each Interest Rate Hedge Provider shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to such Interest Rate Hedge Provider under its Series 2005-4 Interest Rate Hedge and pursuant to this Series Supplement.

Section 7.18.          Ford Covenants.  HVF hereby covenants and agrees with Ford that, for so long as the Ford LOC Exposure Amount is greater than zero:

(a)           Distributions to HVF.  No amounts will be distributed to HVF pursuant to any provision of the Indenture if, after giving effect to that distribution, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

(b)           Inspection of Property, Books and Records.  It will permit representatives of Ford to visit and inspect any of its properties and to examine any of its books and records, and to discuss its affairs, finances and accounts with the Servicer and its officers, directors, employees and independent public accountants all at such reasonable times and on reasonable notice and as often as may reasonably be requested (but, prior to the occurrence of a Potential Amortization Event or an Amortization Event, not more than twice in any year).

(c)           Other Series Supplements.  Each Series Supplement will provide for the payment of Ford Reimbursement Obligations prior to any distribution or other release of funds to HVF thereunder and prior to any payment of any termination

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payments under Swap Agreements; provided, however, that on or prior to January 6, 2006, the Series 2002-1 Supplement, dated as of September 18, 2002, by and between HVF and the Trustee, as amended, supplemented or otherwise modified from time to time, will not be required to provide for any payment of Ford Reimbursement Obligations.

(d)           No Amendments.  It will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed), (i) extend the Commitment Termination Date to a date after the November 2010 Payment Date or extend or otherwise modify the Expected Final Payment Date or the Legal Final Payment Date, (ii) amend, modify or waive Sections 3.2(d), (e) and (f), 3.3(d) and (e), 3.5(a), (c), and (e), 3.8(e) and (f), 3.9(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 3.13, 3.14(e) and (f), 3.15(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 3.17, 7.6, 7.8, 7.10, 7.13, 7.14 and 7.18 of this Series Supplement or any other provision of the Series 2005-4 Supplement providing for drawings on the Series 2005-4 Letters of Credit or withdrawals from the Class A Reserve Account or the Class B Reserve Account or the payment by HVF of Ford Reimbursement Obligations or any terms used in such provisions, (iii) amend, modify or waive the definitions of Fleet Equity Amount, Fleet Equity Condition, or Required Minimum Fleet Equity Amount, or the effect of the use of those terms to prohibit certain payments, (iv) amend, modify or waive any provisions of any other Series Supplement providing for the payment by HVF of Ford Reimbursement Obligations, (v) amend, modify or waive the provisions of Sections 6.3(b) or 6.3(d) of the Base Indenture or (vi) amend, modify or waive the Base Indenture, enter into any Series Supplement or amend, modify or waive any Series Supplement in a manner that provides for an invested percentage calculation that is different than that contained in the Series Supplements relating to the Series of Notes being issued on the Series 2005-4 Closing Date.

(e)           Outstanding Letters of Credit.  After the Series 2005-4 Closing Date, it will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed) obtain a Class A Non-Ford Letter of Credit for so long as any Class B Ford Letters of Credit remain outstanding.

Section 7.19.          Issuances of Class B Notes.

(a)           Notwithstanding the inclusion of Class B Notes in this Series Supplement, no Class B Notes will be issued on the Series 2005-4 Closing Date.  Until such time as Class B Notes are issued, all provisions relating to the Class B Notes (other than the provisions of this Section 6.18) contained herein, shall be disregarded.  From time to time on any Distribution Date prior to the Expected Final Payment Date for a Class of Class B Notes, HVF, subject to the conditions set forth in clause (b) below, may issue Class B Notes of such Class.

(b)           Class B Notes may be issued only upon satisfaction of the following conditions:

(i)            The Trustee shall have received a Company Request at least two (2) Business Days (or such shorter time as is acceptable to the Trustee) in advance of the related Series 2005-4 Class B Notes Closing Date requesting

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that the Trustee authenticate and deliver one or more Classes of Class B Notes specified in such Company Request;

(ii)           The Trustee shall have received a Company Order authorizing and directing the authentication and delivery of one or more Classes of Class B Notes, to be issued pursuant to this Series Supplement, as supplemented by the Class B Notes Term Sheet with respect to such Class or Classes of Class B Notes, by the Trustee and specifying the designation of such Class or Classes of Class B Notes, the Initial Principal Amount (or the method for calculating the Initial Principal Amount) of such Class or Classes of Class B Notes to be authenticated and the Note Rate with respect to such Class or Classes of Class B Notes;

(iii)          The Trustee shall have received an Officer’s Certificate of HVF dated as of the applicable Series 2005-4 Class B Notes Closing Date to the effect that:

(A)          no Amortization Event, Limited Liquidation Event of Default, Potential Amortization Event or Enhancement Deficiency with respect to any Series of Notes Outstanding is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes,

(B)           no Liquidation Event of Default, Aggregate Asset Amount Deficiency, Manufacturer Event of Default, Operating Lease Event of Default, Potential Operating Lease Event of Default or Potential Manufacturer Event of Default is continuing or will occur as a result of the issuance of such Class or Classes of Class B Notes, and

(C)           all conditions precedent provided in the Base Indenture and this Series Supplement with respect to the authentication and delivery of such Class or Classes of Class B Notes have been satisfied;

(iv)          a Class B Notes Term Sheet, substantially in the form of Annex A hereto, shall have been executed by HVF and the Trustee;

(v)           the Series 2005-4 Rating Agency Condition shall have been satisfied in respect of the issuance of such Class or Classes of Class B Notes;

(vi)          for so long as any Class B Notes are Outstanding, one or more Series 2005-4 Interest Rate Hedges have been acquired from one or more Eligible Interest Rate Hedge Provider in an aggregate initial notional amount equal to the aggregate Principal Amount of the Class B Notes issued, each with a strike rate equal to no more than 5.50% or as otherwise agreed by Fitch and each other Rating Agency rating the Class B Notes and that otherwise satisfies Section 3.12 of this Series Supplement;

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(vii)         the excess of the principal amount of any of the Class B Notes over their issue price will not exceed the maximum amount permitted under the Code without the creation of an original issue discount,

(viii)        the Trustee shall have received opinions of counsel substantially similar to those received in connection with the offering and sale of the Class A Notes, including without limitation, opinions to the effect that:

(A)          the Class B Notes will be characterized as indebtedness for federal income tax purposes,

(B)           the issuance of the Class B Notes will not affect adversely the United States federal income tax characterization of any Series of Notes outstanding or Class thereof that was (based upon on Opinion of Counsel) characterized as debt at the time of their issuance and HVF will not be classified as an association or as a publicly traded partnership taxable as a corporation for United States federal income tax purposes,

(C)           all instruments furnished to the Trustee conform to the requirements of the Base Indenture and this Series Supplement and constitute all the documents required to be delivered hereunder and thereunder for the Trustee to authenticate and deliver the Class B Notes, and all conditions precedent provided for in the Base Indenture and this Series Supplement with respect to the authentication and delivery of the Class B Notes have been complied with,

(D)          the Class B Notes Term Sheet with respect to the Class or Classes of Class B Notes being issued on such Series 2005-4 Class B Notes Closing Date has been duly authorized, executed and delivered by HVF,

(E)           the Class B Notes being issued on such Series 2005-4 Class B Notes Closing Date have been duly authorized and executed and, when authenticated and delivered in accordance with the provisions of the Base Indenture and this Series Supplement, will constitute valid, binding and enforceable obligations of HVF entitled to the benefits of the Base Indenture and this Series Supplement, subject, in the case of enforcement, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity,

(F)           each of the Class B Notes Term Sheet with respect to Class B Notes being issued on such Series 2005-4 Class B Notes Closing Date and this Series Supplement as supplemented thereby is a legal, valid and binding agreement of HVF, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization,

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moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity; and

(G)           such other documents, instruments, certifications, agreements or other items as the Trustee may reasonably require.

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IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC

By:		/s/ Robert H. Rillings
	Name: Robert H. Rillings
	Title: Vice President & Treasurer

BNY MIDWEST TRUST COMPANY,
	as Trustee,

By:		/s/ Marian Onischak
	Name: Marian Onischak
	Title: Assistant Vice President

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EX-4.9.6

EXHIBIT 4.9.6

HERTZ VEHICLE FINANCING LLC,
as Issuer

and

BNY MIDWEST TRUST COMPANY,
as Trustee and Securities Intermediary

SECOND AMENDED AND RESTATED SERIES 2004-1 SUPPLEMENT

dated as of August 1, 2006

to

SECOND AMENDED AND RESTATED BASE INDENTURE

dated as of August 1, 2006

$100,000,000 Series 2004-1 Floating Rate Rental Car Asset Backed Notes, Class A-1
$165,000,000 Series 2004-1 2.38% Rental Car Asset Backed Notes, Class A-2
$165,000,000 Series 2004-1 2.85% Rental Car Asset Backed Notes, Class A-3
$170,000,000 Series 2004-1 3.23% Rental Car Asset Backed Notes, Class A-4

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
ARTICLE II
Series 2004-1 Allocations
SECTION 2.01.	Series 2004-1 Series Accounts	41
SECTION 2.02.	Allocations with Respect to the Series 2004-1 Notes	43
SECTION 2.03.	Application of Interest Collections	47
SECTION 2.04.	Payment of Note Interest	53
SECTION 2.05.	Payment of Note Principal	53
SECTION 2.06.	The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment	62
SECTION 2.07.	Reserve Account	63
SECTION 2.08.	Series 2004-1 Letters of Credit and Series 2004-1 Cash Collateral Account	64
SECTION 2.09.	Series 2004-1 Distribution Account	72
SECTION 2.10.	Trustee as Securities Intermediary	73
SECTION 2.11.	Series 2004-1 Interest Rate Hedges	75
SECTION 2.12.	Series 2004-1 Demand Note Constitutes Additional Collateral for Series 2004-1 Notes	76
SECTION 2.13.	Reimbursement Obligation	81
ARTICLE III
Amortization Events
ARTICLE IV
Right to Waive Purchase Restrictions
ARTICLE V
Form of Series 2004-1 Notes

SECTION 5.01.	Initial Issuance of Series 2004-1 Investor Notes	87
SECTION 5.02.	Restricted Global Notes	88
SECTION 5.03.	Regulation S Global Notes and Unrestricted Global Notes	88
SECTION 5.04.	Definitive Notes	88
SECTION 5.05.	Transfer Restrictions	88
ARTICLE VI
General
SECTION 6.01.	Optional Redemption of Series 2004-1 Notes	93
SECTION 6.02.	Information	94
SECTION 6.03.	Exhibits	96
SECTION 6.04.	Ratification of Base Indenture	97
SECTION 6.05.	Notice to Insurer Rating Agencies and Ford	97
SECTION 6.06.	Insurer Deemed Series 2004-1 Noteholder and Secured Party	97
SECTION 6.07.	Third Party Beneficiary	98
SECTION 6.08.	Prior Notice by Trustee to Insurer	98
SECTION 6.09.	Subrogation	98
SECTION 6.10.	Counterparts	99
SECTION 6.11.	Governing Law	99
SECTION 6.12.	Amendments	99
SECTION 6.13.	Termination of Series Supplement	99
SECTION 6.14.	Discharge of Indenture	99
SECTION 6.15.	Effect of Payment by Insurer	100
SECTION 6.16.	Ford Covenants	100
EXHIBITS
Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class A-3 Note
Exhibit A-3-2:	Form of Regulation S Global Class A-3 Note
Exhibit A-3-3:	Form of Unrestricted Global Class A-3 Note
Exhibit A-4-1:	Form of Restricted Global Class A-4 Note
Exhibit A-4-2:	Form of Regulation S Global Class A-4 Note
Exhibit A-4-3:	Form of Unrestricted Global Class A-4 Note
Exhibit B-1-1:	Form of Series 2004-1 Letter of Credit
Exhibit B-1-2:	Form of Series 2004-1 Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice

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Exhibit D-1-1:	Form of Reduction Notice
Exhibit D-1-2:	Form of Reduction Notice
Exhibit D-2-1:	Form of Termination Notice
Exhibit D-2-2:	Form of Termination Notice
Exhibit E:	Form of Consent
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2004-1 Demand Note

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SECOND AMENDED AND RESTATED SERIES 2004-1 SUPPLEMENT dated as of August 1, 2006 (this “Series Supplement”), between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary, to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

WITNESSETH:

WHEREAS, HVF and the Trustee entered into the Series 2004-1 Supplement dated as of March 31, 2004, as amended and restated pursuant to the Amended and Restated Series 2004-1 Supplement dated as of December 21, 2005 (the “Prior Series Supplement”);

WHEREAS, HVF and the Trustee desire to amend and restate the Prior Series Supplement in its entirety as herein set forth; and

WHEREAS, Sections 2.02 and 12.01 of the Base Indenture provide, among other things, that HVF and the Trustee may at any time and from time to time enter into a supplement to the Base Indenture for the purpose of authorizing the issuance of one or more Series of Notes.

NOW, THEREFORE, the parties hereto agree as follows:

There is hereby created a Series of Notes to be issued pursuant to the Base Indenture and this Series Supplement and such Series of Notes shall be designated as Rental Car Asset Backed Notes, Series 2004-1.  The Series 2004-1 Notes shall be issued in four classes:  the first of which shall be designated as the Series 2004-1 Floating Rate Rental Car Asset Backed Notes, Class A-1, and referred to herein as the Class A-1 Notes, the second of which shall be designated as the Series 2004-1 2.38% Rental Car Asset Backed Notes, Class A-2, and referred to herein as the Class A-2 Notes, the third of which shall be designated as the Series 2004-1 2.85% Rental Car Asset Backed Notes, Class A-3, and referred to herein as the Class A-3 Notes and the last of which shall be designated as the Series 2004-1 3.23% Rental Car Asset Backed Notes, Class A-4, and referred to herein as the Class A-4 Notes.  The Class A-1 Notes, the

Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes are referred to herein collectively as the “Series 2004-1 Notes”.  The Series 2004-1 Notes shall be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.

The net proceeds from the sale of the Series 2004-1 Notes shall be deposited in the Series 2004-1 Excess Collection Account and used to make payments in reduction of the Principal Amount of other Series of Notes or paid to HVF and used to acquire Eligible Vehicles from HGI pursuant to the Purchase Agreement or for other purposes permitted under the Related Documents.

ARTICLE I

Definitions

All capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the Definitions List attached to the Base Indenture as Schedule I thereto, as amended, modified, restated or supplemented from time to time in accordance with the terms of the Base Indenture.  All Article, Section or Subsection references herein shall refer to Articles, Sections or Subsections of the Base Indenture, except as otherwise provided herein.  Unless otherwise stated herein, as the context otherwise requires or if such term is otherwise defined in the Base Indenture, each capitalized term used or defined herein shall relate only to the Series 2004-1 Notes and not to any other Series of Notes issued by HVF.  All references herein to the “Series 2004-1 Supplement” shall mean the Base Indenture, as supplemented hereby.

The following words and phrases shall have the following meanings with respect to the Series 2004-1 Notes and the definitions of such terms are applicable to the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:

“Adjusted Aggregate Asset Amount” means, as of any day, the sum of (a) the Aggregate Asset Amount and (b) the sum of (1) the amount of cash and Permitted Investments on deposit in the Series 2004-1 Collection Account and available for reduction of the Series 2004-1 Principal Amount and (2) the amount of cash and Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, in each case on such day.

“Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any date of determination, the sum of the BMW Amount, the Lexus Amount, the Mercedes Amount and the Audi Amount, in each case, as of such date.

“Applicable Procedures” has the meaning specified in Section 5.01 of this Series Supplement.

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“Audi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Audi as of such date.

“BMW Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to BMW as of such date.

“BNY MTC” means BNY Midwest Trust Company, an Illinois trust company, and its successors and assigns.

“Calculation Agent” means BNY MTC, in its capacity as calculation agent with respect to the Class A-1 Note Rate.

“Certificate of Credit Demand” means a certificate in the form of Annex A to a Series 2004-1 Letter of Credit.

“Certificate of Preference Payment Demand” means a certificate in the form of Annex C to the Series 2004-1 Letter of Credit.

“Certificate of Termination Demand” means a certificate in the form of Annex D to a Series 2004-1 Letter of Credit.

“Certificate of Unpaid Demand Note Demand” means a certificate in the form of Annex B to the Series 2004-1 Letter of Credit.

“Class” means a class of the Series 2004-1 Notes, which may be the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes.

“Class A-1 Carryover Controlled Amortization Amount” means, with respect to the Class A-1 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-1 Controlled Distribution Amount for the previous Related Month was less than the Class A-1 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-1 Carryover Controlled Amortization Amount shall be zero.

“Class A-1 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Three-Year Notes Controlled Amortization Period, $16,666,666.66 and (ii) for the last Related Month during the Three-Year Notes Controlled Amortization Period, $16,666,666.70.

“Class A-1 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount

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equal to the sum of the Class A-1 Controlled Amortization Amount for such Related Month and any Class A-1 Carryover Controlled Amortization Amount for such Related Month.

“Class A-1 Deficiency Amount” has the meaning specified in Section 2.03(g) of this Series Supplement.

“Class A-1 Initial Principal Amount” means the aggregate initial principal amount of the Class A-1 Notes, which is $100,000,000.

“Class A-1 Monthly Interest” means, with respect to any Series 2004-1 Interest Period, an amount equal to the product of (i) the Class A-1 Note Rate for such Series 2004-1 Interest Period, (ii) the Class A-1 Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date, or, in the case of the initial Series 2004-1 Interest Period, the Class A-1 Initial Principal Amount and (iii) a fraction, the numerator of which is the number of days in such Series 2004-1 Interest Period and the denominator of which is 360.

“Class A-1 Note Rate” means, (i) with respect to the initial Series 2004-1 Interest Period, 1.18% per annum and (ii) with respect to each Series 2004-1 Interest Period thereafter, a rate per annum equal to One-Month LIBOR for such Series 2004-1 Interest Period plus 0.09% per annum.

“Class A-1 Noteholder” means the person in whose name a Class A-1 Note is registered in the Note Register.

“Class A-1 Notes” means any one of the Series 2004-1 Floating Rate Rental Car Asset Backed Notes, Class A-1, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-1-1, Exhibit A-1-2 or Exhibit A-1-3.  Definitive Class A-1 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-1 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-1 Initial Principal Amount minus (b) the amount of principal payments made to Class A-1 Noteholders on or prior to such date.

“Class A-1 Principal Amount” means when used with respect to any date, an amount equal to the Class A-1 Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A-1 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-1 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-1 Noteholders or the Insurer for any reason.

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“Class A-2 Carryover Controlled Amortization Amount” means, with respect to the Class A-2 Notes for any Related Month during the Three-Year Notes Controlled Amortization Period, the amount, if any, by which the portion of the Monthly Total Principal Allocation allocated to pay the Class A-2 Controlled Distribution Amount for the previous Related Month was less than the Class A-2 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Three-Year Notes Controlled Amortization Period, the Class A-2 Carryover Controlled Amortization Amount shall be zero.

“Class A-2 Controlled Amortization Amount” means, for any Related Month, $27,500,000.

“Class A-2 Controlled Distribution Amount” means, with respect to any Related Month during the Three-Year Notes Controlled Amortization Period, an amount equal to the sum of the Class A-2 Controlled Amortization Amount for such Related Month and any Class A-2 Carryover Controlled Amortization Amount for such Related Month.

“Class A-2 Deficiency Amount” has the meaning specified in Section 2.03(g) of this Series Supplement.

“Class A-2 Initial Principal Amount” means the aggregate initial principal amount of the Class A-2 Notes, which is $165,000,000.

“Class A-2 Monthly Interest” means, (a) with respect to the initial Series 2004-1 Interest Period, an amount equal to the product of (i) the Class A-2 Note Rate, (ii) the Class A-2 Initial Principal Amount and (iii) 25/360 and (b) with respect to any other Series 2004-1 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-2 Note Rate and (ii) the Class A-2 Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-2 Note Rate” means 2.38% per annum.

“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.

“Class A-2 Notes” means any one of the Series 2004-1 Fixed Rate Rental Car Asset Backed Notes, Class A-2, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-2-1, Exhibit A-2-2 or Exhibit A-2-3.  Definitive Class A-2 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-2 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-2 Initial Principal Amount minus

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(b) the amount of principal payments made to Class A-2 Noteholders on or prior to such date.

“Class A-2 Principal Amount” means when used with respect to any date, an amount equal to the Class A-2 Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A-2 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-2 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-2 Noteholders or the Insurer for any reason.

“Class A-3 Carryover Controlled Amortization Amount” means, with respect to the Class A-3 Notes for any Related Month during the Class A-3 Controlled Amortization Period, the amount, if any, by which the Monthly Total Principal Allocation for the previous Related Month was less than the Class A-3 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Class A-3 Controlled Amortization Period, the Class A-3 Carryover Controlled Amortization Amount shall be zero.

“Class A-3 Controlled Amortization Amount” means, for any Related Month, $27,500,000.

“Class A-3 Controlled Amortization Period” means the period commencing at the close of business on October 31, 2007 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2004-1 Rapid Amortization Period and (ii) the date on which the Class A-3 Notes are fully paid.

“Class A-3 Controlled Distribution Amount” means, with respect to any Related Month during the Class A-3 Controlled Amortization Period, an amount equal to the sum of the Class A-3 Controlled Amortization Amount for such Related Month and any Class A-3 Carryover Controlled Amortization Amount for such Related Month.

“Class A-3 Deficiency Amount” has the meaning specified in Section 2.03(g) of this Series Supplement.

“Class A-3 Expected Final Payment Date” means the May 2008 Payment Date.

“Class A-3 Initial Principal Amount” means the aggregate initial principal amount of the Class A-3 Notes, which is $165,000,000.

“Class A-3 Legal Final Payment Date” means the May 2009 Payment Date.

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“Class A-3 Monthly Interest” means, (a) with respect to the initial Series 2004-1 Interest Period, an amount equal to the product of (i) the Class A-3 Note Rate, (ii) the Class A-3 Initial Principal Amount and (iii) 25/360 and (b) with respect to any other Series 2004-1 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-3 Note Rate and (ii) the Class A-3 Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-3 Note Rate” means 2.85% per annum.

“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.

“Class A-3 Notes” means any one of the Series 2004-1 Fixed Rate Rental Car Asset Backed Notes, Class A-3, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-3-1, Exhibit A-3-2 or Exhibit A-3-3.  Definitive Class A-3 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-3 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-3 Initial Principal Amount minus (b) the amount of principal payments made to Class A-3 Noteholders on or prior to such date.

“Class A-3 Principal Amount” means when used with respect to any date, an amount equal to the Class A-3 Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A-3 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-3 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-3 Noteholders or the Insurer for any reason.

“Class A-4 Carryover Controlled Amortization Amount” means, with respect to the Class A-4 Notes for any Related Month during the Class A-4 Controlled Amortization Period, the amount, if any, by which the Monthly Total Principal Allocation for the previous Related Month was less than the Class A-4 Controlled Distribution Amount for the previous Related Month; provided, however, that for the first Related Month in the Class A-4 Controlled Amortization Period, the Class A-4 Carryover Controlled Amortization Amount shall be zero.

“Class A-4 Controlled Amortization Amount” means (i) for any Related Month other than the last Related Month during the Class A-4 Controlled Amortization Period, $28,333,333.33 and (ii) for the last Related Month during the Class A-4 Controlled Amortization Period, $28,333,333.35.

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“Class A-4 Controlled Amortization Period” means the period commencing at the close of business on October 31, 2008 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2004-1 Rapid Amortization Period and (ii) the date on which the Class A-4 Notes are fully paid and the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts then due.

“Class A-4 Controlled Distribution Amount” means, with respect to any Related Month during the Class A-4 Controlled Amortization Period, an amount equal to the sum of the Class A-4 Controlled Amortization Amount for such Related Month and any Class A-4 Carryover Controlled Amortization Amount for such Related Month.

“Class A-4 Deficiency Amount” has the meaning specified in Section 2.03(g) of this Series Supplement.

“Class A-4 Expected Final Payment Date” means the May 2009 Payment Date.

“Class A-4 Initial Principal Amount” means the aggregate initial principal amount of the Class A-4 Notes, which is $170,000,000.

“Class A-4 Legal Final Payment Date” means the May 2010 Payment Date.

“Class A-4 Monthly Interest” means, (a) with respect to the initial Series 2004-1 Interest Period, an amount equal to the product of (i) the Class A-4 Note Rate, (ii) the Class A-4 Initial Principal Amount and (iii) 25/360 and (b) with respect to any other Series 2004-1 Interest Period, an amount equal to the product of (i) one-twelfth of the Class A-4 Note Rate and (ii) the Class A-4 Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date.

“Class A-4 Note Rate” means 3.23% per annum.

“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

“Class A-4 Notes” means any one of the Series 2004-1 Fixed Rate Rental Car Asset Backed Notes, Class A-4, executed by HVF and authenticated by or on behalf of the Trustee, substantially in the form of Exhibit A-4-1, Exhibit A-4-2 or Exhibit A-4-3.  Definitive Class A-4 Notes shall have such insertions and deletions as are necessary to give effect to the provisions of Section 2.13 of the Base Indenture.

“Class A-4 Outstanding Principal Amount” means, when used with respect to any date, an amount equal to (a) the Class A-4 Initial Principal Amount minus

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(b) the amount of principal payments made to Class A-4 Noteholders on or prior to such date.

“Class A-4 Principal Amount” means when used with respect to any date, an amount equal to the Class A-4 Outstanding Principal Amount plus the sum of (a) the amount of any principal payments made to Class A-4 Noteholders on or prior to such date with the proceeds of a demand on the Insurance Policy and (b) the amount of any principal payments made to Class A-4 Noteholders, including any principal payments made to the Insurer, that have been rescinded or otherwise returned by the Class A-4 Noteholders or the Insurer for any reason.

“Consent” is defined in Article IV.

“Consent Period Expiration Date” is defined in Article IV.

“Deficiency Amount” means a Class A-1 Deficiency Amount, a Class A-2 Deficiency Amount, a Class A-3 Deficiency Amount or a Class A-4 Deficiency Amount.

“Demand Notice” has the meaning specified in Section 2.12(d) of this Series Supplement.

“Designated Amounts” is defined in Article IV.

“Disbursement” shall mean any LOC Credit Disbursement, any LOC Preference Payment Disbursement, any LOC Termination Disbursement or any LOC Unpaid Demand Note Disbursement under the Series 2004-1 Letters of Credit or any combination thereof, as the context may require.

“Downgrade Event” has the meaning specified in Section 2.08(c) of this Series Supplement.

“Eligible Interest Rate Hedge Provider” means a counterparty to a Series 2004-1 Interest Rate Hedge who is a bank or other financial institution, which has (i) either (a) a short-term senior and unsecured debt rating of at least “A-1” from Standard & Poor’s or (b) a long-term senior and unsecured debt rating of at least “A+” from Standard & Poor’s and (ii) a short-term senior and unsecured debt rating of “P-1” from Moody’s and (a) on the date the Series 2004-1 Interest Rate Hedge is executed, a long-term senior and unsecured debt rating of at least “Aa3” from Moody’s and (b) on any other date, a long-term senior and unsecured debt rating of at least “A1” from Moody’s.

“Eligible Program Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Eligible Program

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Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to a Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers which are Eligible Program Manufacturers with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer which is an Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.05(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by an Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Eligible Program Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the excess, if any, of the Eligible Program Vehicle Amount over the Non-Investment Grade Eligible Program Manufacturer Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“Eligible Series Enhancement Account” means any Series Account the amount on deposit in which is included in the Enhancement Amount with respect to the

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related Series of Notes and the Series Supplement with respect to which provides that, if there are any Ford Reimbursement Obligations outstanding, amounts on deposit therein may only be applied to pay principal of, or interest on, the related Series of Notes or to pay such Ford Reimbursement Obligations.

“Excluded Redesignated Vehicle” means each Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred that becomes a Redesignated Vehicle prior to the Inclusion Date for such Vehicle, as of and from the date such Vehicle becomes a Redesignated Vehicle to and until the Inclusion Date for such Vehicle.

“Financial Assets” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Fixed Rate Payment” means, for any Payment Date, an amount equal to the amount payable by HVF as the “Fixed Amount” under any Series 2004-1 Interest Rate Hedge on such Payment Date after netting the amounts payable to HVF as the “Floating Amount” under such Series 2004-1 Interest Rate Hedge on such Payment Date.

“Fleet Equity Amount” means, on any date of determination, the amount, if any, by which the sum of (a) the Aggregate Asset Amount on such date and (b) the amount of cash and Permitted Investments on deposit in the (i) Series 2004-1 Reserve Account, (ii) the Series 2004-1 Non-Ford Cash Collateral Account, (iii) the Series 2004-1 Excess Collection Account after the required application of such funds in accordance with the priorities set forth in clauses (i) through (iv) of Section 2.2(f) of this Series Supplement as of such date, (vi) the Series 2004-1 Collection Account and available for reduction of the Series 2004-1 Principal Amount as of such date, (vii) any Series-Specific Excess Collection Account (other than the Series 2004-1 Excess Collection Account) after the required application of such funds in accordance with the priorities set forth in the provisions of the related Series Supplement governing the distribution of amounts on deposit in such Series-Specific Excess Collection Account, other than amounts that are permitted to be released to HVF, (viii) any Series-Specific Collection Account (other than the Series 2004-1 Collection Account) and available for reduction of the Principal Amount with respect to the related Series as of such date and (ix) any other Eligible Series Enhancement Account exceeds the aggregate Principal Amount of each Outstanding Series of Notes on such date.

“Fleet Equity Condition” means, as of any date of determination, a condition that is satisfied if the Fleet Equity Amount as of such date equals or exceeds the Required Minimum Fleet Equity Amount as of such date.

“Ford Letter of Credit” means an irrevocable letter of credit issued for the account of Ford or an affiliate thereof in favor of the Trustee for the benefit of a Series of Notes or a class of a Series of Notes.

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“Ford LOC Disbursement” means any LOC Credit Disbursement under a Series 2004-1 Ford Letter of Credit.

“Ford LOC Exposure Amount” means, on any date of determination, the sum of (a) the aggregate amount available to be drawn under all outstanding Ford Letters of Credit on such date, (b) the stated amount of Ford Letters of Credit that Ford is committed to provide to HVF on such date, after giving effect to the issuance of the Ford Letters of Credit referenced in clause (a), (c) the aggregate amount of cash and Permitted Investments on deposit in any Series 2004-1 Series Account (including the Series 2004-1 Ford Cash Collateral Account) funded by an amount drawn under a Ford Letter of Credit on such date and (d) (without double counting any amount included in the preceding clause (c)) any outstanding Ford Reimbursement Obligations on such date.

“Ford Reimbursement Obligations” means any and all obligations of HVF set forth in Section 2.13 of this Series Supplement and any other payment obligation of HVF in respect of a Ford Letter of Credit set forth in any other Series Supplement; provided, however, that no Ford Reimbursement Obligation in respect of a disbursement made under a Ford Letter of Credit shall arise until such time as Ford has reimbursed the provider of such Ford Letter of Credit for such disbursement.

“Hyundai Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Hyundai as of such date.

“Inclusion Date” means, with respect to any Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred, the date that is three months after the earlier of (i) the date such Vehicle became a Redesignated Vehicle and (ii) the date upon which such Event of Bankruptcy with respect to the Manufacturer of such Vehicle first occurred.

“Indenture Carrying Charges” means, as of any day, any fees or other costs, fees and expenses and indemnity amounts, if any, payable by HVF to the Trustee, the Administrator, the Intermediary under the Master Exchange Agreement or the Nominee under the Indenture or the Related Documents plus any other operating expenses of HVF then payable by HVF.

“Insurance Agreement” means the Insurance Agreement, dated as March 31, 2004, among the Insurer, the Trustee and HVF, which shall constitute an “Enhancement Agreement” with respect the Series 2004-1 Notes for all purposes under the Indenture.

“Insurance Policy” means the Note Guaranty Insurance Policy No. 43613, dated March 31, 2004, issued by the Insurer.

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“Insured Principal Deficit Amount” means, with respect to any Payment Date, the excess, if any, of (a) the Series 2004-1 Outstanding Principal Amount on such Payment Date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month) over (b) the sum on such Payment Date of (i) the Series 2004-1 Asset Amount, (ii) the Series 2004-1 Available Reserve Account Amount,  and (iii) the Series 2004-1 Letter of Credit Amount.

“Insurer” means MBIA Insurance Corporation, a New York corporation.  The Insurer shall constitute an “Enhancement Provider” with respect to the Series 2004-1 Notes for all purposes under the Indenture and the other Related Documents.

“Insurer Default” means (i) any failure by the Insurer to pay a demand for payment made in accordance with the requirements of the Insurance Policy and such failure shall not have been cured or (ii) the occurrence of an Insurer Insolvency Event with respect to the Insurer.

“Insurer Insolvency Event” shall be deemed to have occurred with respect to the Insurer if:

(a) a rehabilitation or liquidation proceeding shall be commenced against the Insurer, without the consent of the Insurer, seeking the rehabilitation or liquidation of the Insurer, the appointment of a trustee, receiver, custodian, liquidator, assignee, sequestrator or the like for the Insurer or all or any substantial part of its assets, or any similar action with respect to the Insurer under any law relating to rehabilitation, liquidation, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding shall continue undismissed, or unstayed and in effect, for a period of 60 consecutive days; or

(b) the Insurer shall commence a voluntary proceeding under any applicable rehabilitation, 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 the Insurer or for any substantial part of its property, or shall make any general assignment for the benefit of creditors; or

(c) the board of directors of the Insurer shall vote to implement any of the actions set forth in clause (b) above.

“Insurer Fee” has the meaning set forth in the Insurance Agreement.

“Insurer Reimbursement Amounts” means, as of any date of determination, (i) an amount equal to the aggregate of any amounts due as of such date to the Insurer pursuant to the Insurance Agreement in respect of unreimbursed draws under the Insurance Policy, including interest thereon determined in accordance with the

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Insurance Agreement, and (ii) an amount equal to the aggregate of any other amounts due as of such date to the Insurer pursuant to the Insurance Agreement (other than the Insurer Fee).

“Interest Rate Hedge Provider” means HVF’s counterparty under a Series 2004-1 Interest Rate Hedge.

“Jaguar Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Jaguar as of such date.

“Kia Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Kia as of such date.

“Land Rover Amount” means, as of any date of determination, an amount equal to the sum of the Land Rover Program Amount and the Land Rover Non-Program Amount as of such date.

“Land Rover Non-Program Amount”  means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Land Rover as of such date.

“Land Rover Program Amount:  means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Land Rover as of such date.

“Lease Payment Deficit Notice” has the meaning specified in Section 2.03(c) of this Series Supplement.

“Legal Final Payment Date” means the Three-Year Notes Legal Final Payment Date, the Class A-3 Legal Final Payment Date or the Class A-4 Legal Final Payment Date.

“Lexus Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Lexus as of such date.

“LIBOR Determination Date” means, with respect to any Series 2004-1 Interest Period, the second London Business Day preceding the first day of such Series 2004-1 Interest Period.

“LOC Credit Disbursement” means an amount drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of Credit Demand.

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“LOC Preference Payment Disbursement” means an amount drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of Preference Payment Demand.

“LOC Termination Disbursement” means an amount drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of Termination Demand.

“LOC Unpaid Demand Note Disbursement” means an amount drawn under a Series 2004-1 Letter of Credit pursuant to a Certificate of Unpaid Demand Note Demand.

“London Business Day” means any day on which dealings in deposits in Dollars are transacted in the London interbank market and banking institutions in London are not authorized or obligated by law or regulation to close.

“Manufacturer Eligible Program Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.05(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by

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such Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Manufacturer Non-Eligible Vehicle Amount” means, as of any date of determination, with respect to any Manufacturer, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Non-Eligible Program Vehicles or Non-Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Manufacturer or an Affiliate thereof and not turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Manufacturer with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles manufactured by such Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program

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Vehicles manufactured by such Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Market Value Average” means, as of any day on or after the third Determination 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 such preceding Determination Date and the two Determination Dates precedent thereto and the denominator of which is the average of the aggregate Net Book Value of all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of the preceding Determination Date and the two Determination Dates precedent thereto.

“Mazda Amount” means, as of any date of determination, an amount equal to the sum of the Mazda Program Amount and the Mazda Non-Program Amount as of such date.

“Mazda Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Mazda as of such date.

“Mazda Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Mazda as of such date.

“Mercedes Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mercedes as of such date.

“Mitsubishi Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and the Manufacturer Eligible Program Vehicle Amount, in each case with respect to Mitsubishi as of such date.

“Monthly Total Principal Allocation” means for any Related Month the sum of all Series 2004-1 Principal Allocations with respect to such Related Month.

“New York UCC” has the meaning specified in Section 2.10(b)(i) of this Series Supplement.

“Non-Eligible Manufacturer Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all HVF Vehicles

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that are Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers other than Eligible Manufacturers with respect to Vehicles that were Eligible Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer other than an Eligible Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were manufactured by Manufacturers other than Eligible Manufacturers that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that were manufactured by Manufacturers other than Eligible Manufacturers and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Eligible Vehicle Amount” means, as of any date of determination, an amount equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Non-Eligible Program Vehicles and Non-Program Vehicles that are Eligible Vehicles as of such date and not turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by Manufacturers with respect to Vehicles that were Eligible Vehicles and Non-Eligible Program Vehicles when turned in to and accepted by such Manufacturers or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were

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Non-Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with a Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any Person in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Non-Eligible Program Vehicles or Non-Program Vehicles that have been turned in to and accepted by the Manufacturer thereof, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii) and (iv) above), plus (vi) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles as of such date that are Non-Eligible Program Vehicles or Non-Program Vehicles and that have not been turned in to and accepted by the Manufacturer thereof pursuant to its Manufacturer Program, not been delivered and accepted for Auction pursuant to a Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.

“Non-Eligible Vehicle Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the sum of (i) the Non-Eligible Vehicle Amount as of such date plus (ii) the Non-Investment Grade Eligible Program Manufacturer Amount as of such date and the denominator of which is the excess of (A) the Aggregate Asset Amount over (B) the amount of cash and Permitted Investments on deposit in the Collection Account and the HVF Exchange Account, in each case as of such date.

“Non-Investment Grade Eligible Program Manufacturer” means, as of any date of determination, each Eligible Program Manufacturer of the type described in clause (b) of the definition thereof who as of such date does not have a long-term unsecured debt rating of at least “BBB-” from Standard & Poor’s and at least “Baa3” from Moody’s; provided that upon the withdrawal of the rating of a Manufacturer by a Rating Agency or upon the downgrade of a Manufacturer by a Rating Agency to a rating that would require inclusion of such Manufacturer in this definition, for purposes of this definition and each instance in which this definition is used in this Series Supplement, such Manufacturer shall be deemed to be rated “BBB-” and/or “Baa3”, as applicable, by the Rating Agency which downgraded such Manufacturer for a period of 30 days following the earlier of (i) the date on which any of the Administrator, HVF or the Servicer obtains actual knowledge of such downgrade and (ii) the date on which the Trustee or the Insurer notifies the Administrator of such downgrade.

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“Non-Investment Grade Eligible Program Manufacturer Amount” means, as of any date of determination, the sum for all Non-Investment Grade Eligible Program Manufacturers of an amount, with respect to each Non-Investment Grade Eligible Program Manufacturer, equal to the sum, rounded to the nearest $100,000, of the following amounts to the extent that such amounts are included in the definition of “Aggregate Asset Amount” for such date:  (i) the Net Book Value of all Eligible Program Vehicles that are Eligible Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and not turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program, not delivered and accepted for Auction pursuant to its Manufacturer Program or not otherwise sold or deemed to be sold under the Related Documents, plus (ii) the aggregate amount of Manufacturer Receivables (other than Excluded Payments) payable to HVF or to the Intermediary pursuant to the Master Exchange Agreement, in each case as of such date by such Non-Investment Grade Eligible Program Manufacturer with respect to Vehicles that were Eligible Vehicles and Eligible Program Vehicles when turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer or delivered and accepted for Auction, plus (iii) with respect to Eligible Vehicles that were Eligible Program Vehicles that have been delivered and accepted for Auction pursuant to a Manufacturer Program with such Non-Investment Grade Eligible Program Manufacturer, all amounts receivable (other than amounts specified in clause (ii) above) from any person or entity in connection with the Auction of such Eligible Vehicles as of such date, plus (iv) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction, otherwise sold or become a Casualty, any accrued and unpaid Casualty Payments or Termination Payments with respect to such Eligible Vehicles as of such date under the HVF Lease, plus (v) with respect to Eligible Vehicles that were Eligible Program Vehicles manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof that have been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer, delivered and accepted for Auction or otherwise sold, any accrued and unpaid Monthly Base Rent with respect to such Eligible Vehicles under the HVF Lease (net of amounts set forth in clauses (ii), (iii), and (iv) above) plus (vi) with respect to Eligible Vehicles that were Eligible Program Vehicles sold by HVF to a third party pursuant to Section 2.05(a) of the HVF Lease, any non-return incentives payable to HVF under a Manufacturer Program by such Non-Investment Grade Eligible Program Manufacturer in respect of the sale of such Vehicles outside of the related Manufacturer Program as of such date, plus (vii) if such date is during the period from and including a Determination Date to but excluding the next Payment Date, accrued and unpaid Monthly Base Rent payable on the next Payment Date with respect to all Eligible Vehicles that are Eligible Program Vehicles as of such date that were manufactured by such Non-Investment Grade Eligible Program Manufacturer or an Affiliate thereof and that have not been turned in to and accepted by such Non-Investment Grade Eligible Program Manufacturer pursuant to its Manufacturer Program,

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not been delivered and accepted for Auction pursuant to its Manufacturer Program and not otherwise been sold or deemed to be sold under the Related Documents.  For the purposes of this definition, an Affiliate of a Manufacturer shall not include any Person who is included as a Manufacturer hereunder.

“Non-Program Fleet Market Value” means, with respect to all Non-Program Vehicles (excluding any Excluded Redesignated Vehicles) as of any date of determination, the sum of the respective Third-Party Market Values of each such Non-Program Vehicle.

“Non-Program Vehicle Measurement Month Average” means, with respect to any Measurement Month, the lesser of (a) the percentage equivalent of a fraction, the numerator of which is the aggregate amounts of Disposition Proceeds paid or payable in respect of all Non-Program Vehicles that are sold to third parties, at auction or otherwise (excluding salvage sales), during such Measurement Month and the two Measurement Months preceding such Measurement Month and the denominator of which is the aggregate Net Book Values of such Non-Program Vehicles on the dates of their respective sales and (b) 100%.

“Notice of Reduction” means a notice in the form of Annex E to a Series 2004-1 Letter of Credit.

“One-Month LIBOR” means, for each Series 2004-1 Interest Period, the rate per annum determined on the related LIBOR Determination Date by the Calculation Agent to be the rate for Dollar deposits having a maturity equal to one month, that appears on Telerate Page 3750 at approximately 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that if such rate does not appear on Telerate Page 3750, One-Month LIBOR will mean, for such 2004-1 Interest Period, the rate per annum equal to the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by the Reference Banks to the Calculation Agent as the rates at which deposits in Dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period equal to one month; provided further, that if fewer than two quotations are provided as requested by the Reference Banks, “One-Month LIBOR” for such Series 2004-1 Interest Period will mean the arithmetic mean (rounded to the nearest one-one-hundred-thousandth of one percent) of the rates quoted by major banks in New York, New York selected by the Calculation Agent, at approximately 10:00 a.m., New York City time, on the first day of such Series 2004-1 Interest Period for loans in Dollars to leading European banks for a period equal to one month; provided, finally that if no such quotes are provided, “One-Month LIBOR” for such Series 2004-1 Interest Period will mean One-Month LIBOR as in effect with respect to the preceding Series 2004-1 Interest Period.

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“Outstanding” means with respect to the Series 2004-1 Notes, all Series 2004-1 Notes theretofore authenticated and delivered under the Indenture, except (a) Series 2004-1 Notes theretofore cancelled or delivered to the Registrar for cancellation, (b) Series 2004-1 Notes which have not been presented for payment but funds for the payment of which are on deposit in the Series 2004-1 Distribution Account and are available for payment of such Series 2004-1 Notes, and Series 2004-1 Notes which are considered paid pursuant to Section 8.01 of the Base Indenture, or (c) Series 2004-1 Notes in exchange for or in lieu of other Series 2004-1 Notes which have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Trustee is presented that any such Series 2004-1 Notes are held by a purchaser for value.

“Past Due Rent Payment” has the meaning specified in Section 2.02(d) of this Series Supplement.

“Preference Amount” means any amount previously paid by Hertz pursuant to the Series 2004-1 Demand Note and distributed to the Series 2004-1 Noteholders in respect of amounts owing under the Series 2004-1 Notes that is recoverable or that has been recovered as a voidable preference by the trustee in a bankruptcy proceeding of Hertz pursuant to the Bankruptcy Code in accordance with a final nonappealable order of a court having competent jurisdiction.

“Principal Deficit Amount” means, on any date of determination, the excess, if any, of (a) the Series 2004-1 Principal Amount on such date (after giving effect to the distribution of the Monthly Total Principal Allocation for the Related Month and any other amounts to be paid to the Series 2004-1 Noteholders described in Section 2.05(a) of this Series Supplement if such date is a Payment Date) over (b) the Series 2004-1 Asset Amount on such date; provided, however, the Principal Deficit Amount on any date that is prior to the Class A-4 Legal Final Maturity Date occurring during the period commencing on and including the date of the filing by Hertz of a petition for relief under Chapter 11 of the Bankruptcy Code to but excluding the date on which Hertz shall have resumed making all payments of Monthly Variable Rent required to be made under the HVF Lease, shall mean the excess, if any, of (x) the Series 2004-1 Principal Amount on such date (after giving effect to the distribution of Monthly Total Principal Allocation for the Related Month and any other amounts to be paid to the Series 2004-1 Noteholders described in Section 2.05(a) of this Series Supplement if such date is a Payment Date) over (y) the sum of (1) the Series 2004-1 Asset Amount on such date and (2) the lesser of (a) the Series 2004-1 Liquidity Amount on such date and (b) the Series 2004-1 Required Liquidity Amount on such date.

“Pro Rata Share” means, (a) with respect to any Series 2004-1 Non-Ford Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2004-1 Non-Ford Letter of Credit Provider’s Series 2004-1 Non-Ford Letter of Credit as of such date by (B) an amount

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equal to the aggregate available amount under all Series 2004-1 Non-Ford Letters of Credit as of such date and (b) with respect to any Series 2004-1 Ford Letter of Credit Provider, as of any date, the fraction (expressed as a percentage) obtained by dividing (A) the available amount under such Series 2004-1 Ford Letter of Credit Provider’s Series 2004-1 Ford Letter of Credit as of such date by (B) an amount equal to the aggregate available amount under all Series 2004-1 Ford Letters of Credit as of such date; provided that only for purposes of calculating the Pro Rata Share with respect to any Series 2004-1 Letter of Credit Provider as of any date, if such Series 2004-1 Letter of Credit Provider has not complied with its obligation to pay the Trustee the amount of any draw under its Series 2004-1 Letter of Credit made prior to such date, the available amount under such Series 2004-1 Letter of Credit Provider’s Series 2004-1 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 Series 2004-1 Letter of Credit Provider has paid such amount to the Trustee and been reimbursed by the Lessee for such amount (provided that the foregoing calculation shall not in any manner reduce the Series 2004-1 Letter of Credit Provider’s actual liability in respect of any failure to pay any demand under its Series 2004-1 Letter of Credit).

“QIB” has the meaning specified in Section 5.01 of this Series Supplement.

“Rating Agencies” means, with respect to the Series 2004-1 Notes, Standard & Poor’s and Moody’s, and any other nationally recognized rating agency rating the Series 2004-1 Notes at the request of HVF.

“Redesignated Vehicle” means any Program Vehicle manufactured by a Manufacturer with respect to which an Event of Bankruptcy has occurred which has been redesignated as a Non-Program Vehicle pursuant to Section 18(b) of the HVF Lease in accordance with Section 2.6 thereof.

“Record Date” means, with respect to any Payment Date, the last day of the Related Month.

“Reference Banks” means four major banks in the London interbank market selected by the Calculation Agent.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Notes” has the meaning specified in Section 5.03 of this Series Supplement.

“Required Minimum Fleet Equity Amount” means, on any date of determination, an amount equal to four times the Ford LOC Exposure Amount as of such date.

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“Required Noteholders” means with respect to the Series 2004-1 Notes, subject to Section 6.06 of this Series Supplement, Series 2004-1 Noteholders holding more than 50% of the Series 2004-1 Principal Amount (excluding any Series 2004-1 Notes held by HVF or any Affiliate of HVF).

“Restricted Global Notes” has the meaning specified in Section 5.02 of this Series Supplement.

“Restricted Notes” means the Restricted Global Notes and all other Series 2004-1 Notes evidencing the obligations, or any portion of the obligations, initially evidenced by the Restricted Global Notes, other than certificates transferred or exchanged upon certification as provided in Section 5.05(h)(iv) of this Series Supplement.

“Restricted Period” means the period commencing on the Series 2004-1 Closing Date and ending on the 40th day after the Series 2004-1 Closing Date.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Series 2004-1 Accrued Amounts” means, on any date of determination, the sum of (i) accrued and unpaid interest on the Series 2004-1 Notes as of such date, (ii) the Insurer Fee, if any, accrued to such date and payable by HVF on the next succeeding Payment Date, (iii) any other amounts due or accrued as of such date and payable to the Insurer pursuant to the Insurance Agreement (other than unreimbursed amounts drawn under the Insurance Policy to pay the principal of the Series 2004-1 Notes) on or prior to the next succeeding Payment Date and (iv) the product of (A) the Indenture Carrying Charges payable on the next succeeding Payment Date times (B) the Series 2004-1 Percentage as of the Determination Date immediately preceding such Payment Date.

“Series 2004-1 Accrued Interest Account” has the meaning specified in Section 2.01(a) of this Series Supplement.

“Series 2004-1 Adjusted Monthly Interest” means, (a) for the initial Payment Date, $1,065,812.49 and (b) for any other Payment Date, the sum of (i) with respect to the Series 2004-1 Interest Period ending on the day preceding such Payment Date, the sum of (A) an amount equal to the product of (1) the Class A-1 Note Rate for such Series 2004-1 Interest Period, (2) the Class A-1 Outstanding Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date, and (3) a fraction, the numerator of which is the number of days in such Series 2004-1 Interest Period and the denominator of which is 360, (B) an amount equal to the product of (1) one-twelfth of the Class A-2 Note Rate and (2) the Class A-2 Outstanding Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date, (C) an amount equal to the product of (1) one-twelfth of the Class A-3 Note Rate and (2) the Class A-3 Outstanding Principal Amount on the first day of such Series 2004-1 Interest Period, after

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giving effect to any principal payments made on such date, and (D) an amount equal to the product of (1) one-twelfth of the Class A-4 Note Rate and (2) the Class A-4 Outstanding Principal Amount on the first day of such Series 2004-1 Interest Period, after giving effect to any principal payments made on such date, and (ii) an amount equal to the amount of any unpaid Deficiency Amounts, as of the preceding Payment Date (together with any accrued interest on such Deficiency Amounts at the applicable Series 2004-1 Note Rate).

“Series 2004-1 Asset Amount” means, as of any date of determination, the sum of (a) the product of (i) the Series 2004-1 Required Asset Amount Percentage as of such date and (ii) the Aggregate Asset Amount as of such date and (b) the amounts on deposit in the Series 2004-1 Excess Collection Account and the Series 2004-1 Collection Account as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2004-1 Available Cash Collateral Account Amount” means, as of any date of determination, the sum of (a) the Series 2004-1 Available Ford Cash Collateral Account Amount and (b) the Series 2004-1 Available Non-Ford Cash Collateral Account Amount.

“Series 2004-1 Available Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Series 2004-1 Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2004-1 Available Non-Ford Cash Collateral Account Amount” means, as of any date of determination, the amount on deposit in the Series 2004-1 Non-Ford Cash Collateral Account (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date).

“Series 2004-1 Available Reserve Account Amount” means, as of any date of determination, the amount on deposit in the Series 2004-1 Reserve Account.

“Series 2004-1 Cash Collateral Account” means a Series 2004-1 Ford Cash Collateral Account and/or a Series 2004-1 Non-Ford Cash Collateral Account, as the context may require.

“Series 2004-1 Cash Collateral Account Surplus” means, with respect to any Payment Date, the lesser of (a) the sum of (x) the Series 2004-1 Available Ford Cash Collateral Account Amount and (y) the Series 2004-1 Available Non-Ford Cash Collateral Account Amount and (b) the lesser of (i) the excess, if any, of the Series 2004-1 Enhancement Amount (after giving effect to any withdrawal from the Series 2004-1 Reserve Account on such Payment Date) over the Series 2004-1 Required Enhancement Amount on such Payment Date, and (ii) the excess, if any, of the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account

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on such Payment Date) over the Series 2004-1 Required Liquidity Amount on such Payment Date.

“Series 2004-1 Closing Date” means March 31, 2004.

“Series 2004-1 Collateral” means the Collateral, any Series 2004-1 Interest Rate Hedges, the 2004-1 Series Account Collateral, the Series 2004-1 Cash Collateral Account Collateral, the Series 2004-1 Demand Note, the Series 2004-1 Distribution Account Collateral and the Series 2004-1 Reserve Account Collateral.

“Series 2004-1 Collection Account” has the meaning specified in Section 2.01(a) of this Series Supplement.

“Series 2004-1 Controlled Amortization Period” means the Three-Year Notes Controlled Amortization Period, the Class A-3 Controlled Amortization Period or the Class A-4 Controlled Amortization Period, as the context requires.

“Series 2004-1 Demand Note” means each demand note made by Hertz, substantially in the form of Exhibit H to this Series Supplement, as amended, modified or restated from time to time in accordance with its terms and the terms of this Series Supplement.

“Series 2004-1 Demand Note Payment Amount” means, as of any date of determination, the excess, if any, of (a) the aggregate amount of all proceeds of demands made on the Series 2004-1 Demand Note that were deposited into the Series 2004-1 Distribution Account and paid to the Series 2004-1 Noteholders during the one year period ending on such date of determination over (b) the amount of any Preference Amount relating to such proceeds that has been repaid to the Issuer (or any payee of the Issuer) with the proceeds of any LOC Preference Payment Disbursement (or any withdrawal from the Series 2004-1 Cash Collateral Account); provided, however, that if an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereof, without the lapse of a period of 60 consecutive days) with respect to Hertz shall have occurred on or before such date of determination, the Series 2004-1 Demand Note Payment Amount shall equal (i) on any date of determination until the conclusion or dismissal of the proceedings giving rise to such Event of Bankruptcy without continuing jurisdiction by the court in such proceedings (or on any earlier date upon which the statute of limitations in respect of avoidance actions in such proceedings has run or when such actions otherwise become unavailable to the bankruptcy estate), the Series 2004-1 Demand Note Payment Amount as if it were calculated as of the date of the occurrence of such Event of Bankruptcy and (ii) on any date of determination thereafter, $0.

“Series 2004-1 Deposit Date” has the meaning specified in Section 2.02 of this Series Supplement.

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“Series 2004-1 Designated Account” has the meaning specified in Section 2.10(a) of this Series Supplement.

“Series 2004-1 Distribution Account” has the meaning specified in Section 2.09(a) of this Series Supplement.

“Series 2004-1 Distribution Account Collateral” has the meaning specified in Section 2.09(d) of this Series Supplement.

“Series 2004-1 Eligible Letter of Credit Provider” means a Person having, at the time of the issuance of the related Series 2004-1 Letter of Credit, a long-term senior unsecured debt rating (or the equivalent thereof in the case of Moody’s or Standard & Poor’s, as applicable) of at least “A+” from Standard & Poor’s and at least “Al” from Moody’s and a short-term senior unsecured debt rating of at least “A-1” from Standard & Poor’s and “P-1” from Moody’s.

“Series 2004-1 Enhancement” means the Series 2004-1 Cash Collateral Account Collateral, the Series 2004-1 Letters of Credit, the Series 2004-1 Overcollateralization Amount and the Series 2004-1 Reserve Account Collateral.

“Series 2004-1 Enhancement Amount” means, as of any date of determination, the sum of (i) the Series 2004-1 Overcollateralization Amount as of such date, (ii) the Series 2004-1 Letter of Credit Amount as of such date, (iii) the Series 2004-1 Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date) and (iv) on any date on which no Aggregate Asset Amount Deficiency exists, the amount on deposit in the Series 2004-1 Excess Collection Account as of such date.

“Series 2004-1 Enhancement Deficiency” means, on any day, the amount by which the Series 2004-1 Enhancement Amount is less than the Series 2004-1 Required Enhancement Amount.

“Series 2004-1 Excess Collection Account” has the meaning specified in Section 2.01(a) of this Series Supplement.

“Series 2004-1 Ford Cash Collateral Account” has the meaning specified in Section 2.08(g)(I) of this Series Supplement.

“Series 2004-1 Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.08(a)(I) of this Series Supplement.

“Series 2004-1 Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2004-1 Available Ford Cash Collateral Account Amount as of such date and the

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denominator of which is the Series 2004-1 Ford Letter of Credit Liquidity Amount as of such date.

“Series 2004-1 Ford Letter of Credit” means an irrevocable letter of credit, substantially in the form of Exhibit B-1-2 to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued for the account of Ford or an affiliate thereof by a Series 2004-1 Eligible Ford Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2004-1 Noteholders; provided, however, that the Insurer agrees that any Series 2004-1 Letter of Credit that is in the form and substance of the Series 2004-1 Letter of Credit delivered to the Trustee on the date hereof is in form and substance satisfactory to the Insurer.

“Series 2004-1 Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Series 2004-1 Ford Letter of Credit, as specified therein, and (b) if a Series 2004-1 Ford Cash Collateral Account has been established and funded pursuant to Section 2.08 of this Series Supplement, the Series 2004-1 Available Ford Cash Collateral Account Amount on such date.

“Series 2004-1 Ford Letter of Credit Provider” means the issuer of a Series 2004-1 Ford Letter of Credit.

“Series 2004-1 Ford Letter of Credit Termination Date” means the date on which (i) all Series 2004-1 Ford Letters of Credit have expired or been terminated and returned to the Series 2004-1 Ford Letter of Credit Provider thereof, (ii) no Ford Reimbursement Obligations are outstanding and (iii) Ford has been paid all amounts distributable to Ford hereunder from the Series 2004-1 Cash Collateral Accounts.

“Series 2004-1 Global Note” means a Regulation S Global Note, a Restricted Global Note or an Unrestricted Global Note.

“Series 2004-1 Initial Principal Amount” means the sum of the Class A-1 Initial Principal Amount, the Class A-2 Initial Principal Amount, the Class A-3 Initial Principal Amount and the Class A-4 Initial Principal Amount.

“Series 2004-1 Interest Period” means a period commencing on and including a Payment Date and ending on and including the day preceding the next succeeding Payment Date; provided, however, that the initial Series 2004-1 Interest Period shall commence on and include the Series 2004-1 Closing Date and end on and include April 25, 2004.

“Series 2004-1 Interest Rate Hedge” is defined in Section 2.11(a) of this Series Supplement.

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“Series 2004-1 Invested Percentage” means on any date of determination:

(a)  when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the Series 2004-1 Required Asset Amount, determined during the Series 2004-1 Revolving Period as of the end of the immediately preceding Related Month (or, until the end of the initial Related Month after the Series 2004-1 Closing Date, on the Series 2004-1 Closing Date), or, during the Series 2004-1 Controlled Amortization Period and the Series 2004-1 Rapid Amortization Period, as of the last day of the Series 2004-1 Revolving Period, and the denominator of which shall be the greater of (I) the Aggregate Asset Amount as of the end of the immediately preceding Related Month or, until the end of the initial Related Month after the Series 2004-1 Closing Date, as of the Series 2004-1 Closing Date and (II) as of the same date as in clause (I), the Aggregate Required Asset Amount;

(b)  when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be the Series 2004-1 Accrued Amounts on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.

“Series 2004-1 Lease Interest Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Interest Collections which pursuant to Section 2.02(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2004-1 Accrued Interest Account if all payments of Monthly Variable Rent required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Interest Collections which pursuant to Section 2.02(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2004-1 Accrued Interest Account from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2004-1 Lease Payment Deficit” means either a Series 2004-1 Lease Interest Payment Deficit or a Series 2004-1 Lease Principal Payment Deficit.

“Series 2004-1 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 Series 2004-1 Lease Principal Payment Deficit, if any, on the preceding Payment Date over (y) the amount deposited in the Series 2004-1 Distribution Account pursuant to Section 2.05(d) of this Series Supplement on such preceding Payment Date on account of such Series 2004-1 Lease Principal Payment Deficit.

“Series 2004-1 Lease Principal Payment Deficit” means on any Payment Date the sum of (a) the Series 2004-1 Monthly Lease Principal Payment Deficit for such

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Payment Date and (b) the Series 2004-1 Lease Principal Payment Carryover Deficit for such Payment Date.

“Series 2004-1 Letter of Credit” means (i) a Series 2004-1 Ford Letter of Credit; or (ii) an irrevocable letter of credit, substantially in the form of Exhibit B to this Series Supplement and otherwise in form and substance satisfactory to the Insurer, issued by a Series 2004-1 Eligible Letter of Credit Provider in favor of the Trustee for the benefit of the Series 2004-1 Noteholders; provided, however, that the Insurer agrees that any Series 2004-1 Letter of Credit that is in the form and substance of the Series 2004-1 Letter of Credit delivered to the Trustee on the Series 2004-1 Closing Date is in form and substance satisfactory to the Insurer.

“Series 2004-1 Letter of Credit Agreement” means the Letter of Credit Reimbursement Agreement and any other agreement pursuant to which a Series 2004-1 Letter of Credit is issued in favor of the Trustee for the benefit of the Series 2004-1 Noteholders.

“Series 2004-1 Letter of Credit Amount” means, as of any date of determination, the sum of the Series 2004-1 Ford Letter of Credit Liquidity Amount on such date and the Series 2004-1 Non-Ford Letter of Credit Amount on such date.

“Series 2004-1 Letter of Credit Expiration Date” means, with respect to any Series 2004-1 Letter of Credit, the expiration date set forth in such Series 2004-1 Letter of Credit, as such date may be extended in accordance with the terms of such Series 2004-1 Letter of Credit.

“Series 2004-1 Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Series 2004-1 Letter of Credit, as specified therein, and (b) if a Series 2004-1 Cash Collateral Account has been established and funded pursuant to Section 2.08 of this Series Supplement, the Series 2004-1 Available Cash Collateral Account Amount on such date.

“Series 2004-1 Letter of Credit Provider” means the issuer of a Series 2004-1 Letter of Credit.

“Series 2004-1 Letter of Credit Reimbursement Agreement” means any and each reimbursement agreement providing for the reimbursement of a Series 2004-1 Letter of Credit Provider for draws under its Series 2004-1 Letter of Credit, other than any such reimbursement agreement between Ford and a Series 2004-1 Ford Letter of Credit Provider, as the same may be amended, restated, modified or supplemented from time to time in accordance with its terms.

“Series 2004-1 Limited Liquidation Event of Default” means, so long as such event or condition continues, any event or condition of the type specified in clauses

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(a) through (i) of Article III of this Series Supplement that continues for thirty (30) days (without double counting the cure period, if any, provided therein); provided however, that any event or condition of the type specified in clauses (a) through (g) shall cease to constitute a Series 2004-1 Limited Liquidation Event of Default if (i) within such thirty (30) day period, such Amortization Event shall have been cured and (ii) except for any period during which an Insurer Default is continuing, the Trustee shall have received the written consent of the Insurer waiving the occurrence of such Series 2004-1 Limited Liquidation Event of Default.

“Series 2004-1 Liquidity Amount” means, as of any date of determination, the sum of (a) the Series 2004-1 Letter of Credit Liquidity Amount and (b) the Series 2004-1 Available Reserve Account Amount on such date (after giving effect to any deposits thereto on such date).

“Series 2004-1 Liquidity Deficiency” means, as of any date of determination, the amount by which the Series 2004-1 Liquidity Amount is less than the Series 2004-1 Required Liquidity Amount as of such date.

“Series 2004-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount” means as of any day, an amount equal to 6% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Series 2004-1 Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2004-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 15%).

“Series 2004-1 Maximum Amount” means any of the Series 2004-1 Maximum Hyundai Amount, the Series 2004-1 Maximum Jaguar Amount, the Series 2004-1 Maximum Kia Amount, the Series 2004-1 Maximum Land Rover Amount, the Series 2004-1 Maximum Mazda Amount, the Series 2004-1 Maximum Mitsubishi Amount, the Series 2004-1 Maximum Subaru Amount, the Series 2004-1 Maximum Volvo Amount, the Series 2004-1 Maximum Manufacturer Non-Eligible Vehicle Amount, the Series 2004-1 Maximum Non-Eligible Manufacturer Amount, the Series 2004-1 Maximum Non-Eligible Vehicle Amount, the Series 2004-1 Maximum Audi Amount, the Series 2004-1 Maximum BMW Amount, the Series 2004-1 Maximum Lexus Amount, the Series 2004-1 Maximum Mercedes Amount and the Series 2004-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount.

“Series 2004-1 Maximum Audi Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Series 2004-1 Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2004-1 Rating Agency Condition;

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provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 8%).

“Series 2004-1 Maximum BMW Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Series 2004-1 Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2004-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2004-1 Maximum Hyundai Amount” means, as of any day, an amount equal to 13% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Jaguar Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Kia Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Land Rover Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Lexus Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Series 2004-1 Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2004-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

“Series 2004-1 Maximum Manufacturer Non-Eligible Vehicle Amount” means, as of any day, with respect to any Manufacturer, an amount equal to 40% of the Non-Eligible Vehicle Amount.

“Series 2004-1 Maximum Mazda Amount” means, as of any day, an amount equal to 20% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Mercedes Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day (or such greater percentage as may be agreed to by HVF, the Insurer (such consent not to be unreasonably withheld or delayed) for so long as any Series 2004-1 Notes are Outstanding, and the Rating Agencies, subject to satisfaction of the Series 2004-1 Rating Agency Condition; provided, that the consent of the Insurer shall not be required to the extent such percentage is equal to or less than 5%).

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“Series 2004-1 Maximum Mitsubishi Amount” means, as of any day, an amount equal to 10% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Non-Eligible Manufacturer Amount” means, as of any day, an amount equal to 3% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Non-Eligible Vehicle Amount” means, as of any day, an amount equal to 65% of the Adjusted Aggregate Asset Amount.

“Series 2004-1 Maximum Subaru Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Maximum Volvo Amount” means, as of any day, an amount equal to 5% of the Adjusted Aggregate Asset Amount on such day.

“Series 2004-1 Monthly Interest” means, with respect to any Series 2004-1 Interest Period, the sum of Class A-1 Monthly Interest, Class A-2 Monthly Interest, Class A-3 Monthly Interest and Class A-4 Monthly Interest for such Series 2004-1 Interest Period.

“Series 2004-1 Monthly Lease Principal Payment Deficit” means on any Payment Date an amount equal to the excess, if any, of (a) the aggregate amount of Principal Collections which pursuant to Section 2.02(a), (b) or (c) of this Series Supplement would have been deposited into the Series 2004-1 Collection Account if all payments required to have been made under the HVF Lease from and excluding the preceding Payment Date to and including such Payment Date were made in full over (b) the aggregate amount of Principal Collections which pursuant to Section 2.02(a), (b) or (c) of this Series Supplement have been received for deposit into the Series 2004-1 Collection Account (without giving effect to any amounts deposited into the Series 2004-1 Accrued Interest Account pursuant to the proviso in Section 2.02(c)(ii) of this Series Supplement) from and excluding the preceding Payment Date to and including such Payment Date.

“Series 2004-1 Non-Ford Cash Collateral Account” has the meaning specified in Section 2.08(g)(II) of this Series Supplement.

“Series 2004-1 Non-Ford Cash Collateral Account Collateral” has the meaning specified in Section 2.08(a)(II) of this Series Supplement.

“Series 2004-1 Non-Ford Cash Collateral Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2004-1 Available Non-Ford Cash Collateral Account Amount as of such date and the denominator of which is the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount as of such date.

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“Series 2004-1 Non-Ford Letter of Credit” means each Series 2004-1 Letter of Credit other than a Series 2004-1 Ford Letter of Credit.

“Series 2004-1 Non-Ford Letter of Credit Amount” means, as of any date of determination, the lesser of (a) the sum of (i) the aggregate amount available to be drawn on such date under the Series 2004-1 Non-Ford Letters of Credit, as specified therein, and (ii) if the Series 2004-1 Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.08 of this Series Supplement, the Series 2004-1 Available Non-Ford Cash Collateral Account Amount on such date and (b) the outstanding principal amount of the Series 2004-1 Demand Note on such date.

“Series 2004-1 Non-Ford Letter of Credit Liquidity Amount” means, as of any date of determination, the sum of (a) the aggregate amount available to be drawn on such date under each Series 2004-1 Non-Ford Letter of Credit, as specified therein, and (b) if a Series 2004-1 Non-Ford Cash Collateral Account has been established and funded pursuant to Section 2.08 of this Series Supplement, the Series 2004-1 Available Non-Ford Cash Collateral Account Amount on such date.

“Series 2004-1 Non-Ford Letter of Credit Provider” means the issuer of a Series 2004-1 Non-Ford Letter of Credit.

“Series 2004-1 Note Rate” means the Class A-1 Note Rate, the Class A-2 Note Rate, the Class A-3 Note Rate or the Class A-4 Note Rate, as the context may require.

“Series 2004-1 Note Owner” means, with respect to a Series 2004-1 Global Note, the Person who is the beneficial owner of an interest in such Series 2004-1 Global Note, as reflected on the books of DTC, or on the books of a Person maintaining an account with DTC (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of DTC).

“Series 2004-1 Noteholders” means, collectively, the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.

“Series 2004-1 Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Series 2004-1 Outstanding Principal Amount” means, as of any date of determination, the sum of the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount and the Class A-4 Outstanding Principal Amount as of such date.

“Series 2004-1 Overcollateralization Amount” means (i) as of any date of determination on which no Aggregate Asset Amount Deficiency exists, the Series 2004-1

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Required Overcollateralization Amount as of such date or (ii) on which an Aggregate Asset Amount Deficiency exists, the excess, if any, of the Series 2004-1 Asset Amount over the Series 2004-1 Principal Amount as of such date.

“Series 2004-1 Past Due Rent Payment” has the meaning specified in Section 2.02(d) of this Series Supplement.

“Series 2004-1 Percentage” means, as of any date of determination, a fraction, expressed as a percentage, the numerator of which is the Series 2004-1 Principal Amount as of such date and the denominator of which is the Aggregate Principal Amount as of such date.

“Series 2004-1 Principal Allocation” has the meaning specified in Section 2.02 (a)(ii) of this Series Supplement.

“Series 2004-1 Principal Amount” means, as of any date of determination, the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount, the Class A-3 Principal Amount and the Class A-4 Principal Amount as of such date.

“Series 2004-1 Rapid Amortization Period” means the period beginning at the close of business on the Business Day immediately preceding the day on which an Amortization Event is deemed to have occurred with respect to the Series 2004-1 Notes and ending upon the earlier to occur of (i) the date on which (A) the Series 2004-1 Notes are fully paid, (B) the Insurer has been paid all Insurer Fees and all Insurer Reimbursement Amounts then due, (C) each Interest Rate Hedge Provider has been paid all amounts payable to it by HVF under the related Series 2004-1 Interest Rate Hedge, and (D) the Series 2004-1 Ford Letter of Credit Termination Date and (ii) the termination of the Indenture.

“Series 2004-1 Rating Agency Condition” means, with respect to the Series 2004-1 Notes and any action, including the issuance of an additional Series of Notes, that each Rating Agency shall have notified HVF, the Insurer and the Trustee in writing that such action will not result in a reduction or withdrawal of the ratings of the Series 2004-1 Notes.

“Series 2004-1 Required Asset Amount” means, as of any date of determination, the sum of (i) the Series 2004-1 Principal Amount and (ii) the Series 2004-1 Required Overcollateralization Amount as of such date.

“Series 2004-1 Required Asset Amount Percentage” means, as of any date of determination, the percentage equivalent of a fraction, the numerator of which is the Series 2004-1 Required Asset Amount and the denominator of which is the Aggregate Required Asset Amount as of such date.

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“Series 2004-1 Required Enhancement Amount” means, as of any date of determination, the sum of (i) the product of the Series 2004-1 Required Enhancement Percentage as of such date and the Series 2004-1 Principal Amount as of such date and (ii) the Series 2004-1 Required Enhancement Incremental Amount as of such date; provided, however, that, as of any date of determination after the occurrence of a Series 2004-1 Limited Liquidation Event of Default, the Series 2004-1 Required Enhancement Amount shall equal the lesser of (x) the Series 2004-1 Principal Amount as of such date and (y) the sum of (l) the product of the Series 2004-1 Required Enhancement Percentage as of such date of determination and the Series 2004-1 Principal Amount as of the date of the occurrence of such Series 2004-1 Limited Liquidation Event of Default and (2) the Series 2004-1 Required Enhancement Incremental Amount as of such date of determination.

“Series 2004-1 Required Enhancement Incremental Amount” means (i) as of the Series 2004-1 Closing Date, $0;

(ii)           as of any date thereafter, $25,125,000 (or such lesser amount as may be required from time to time for the Shadow Rating for the Series 2004-1 Notes to be BBB- and Baa3 or higher, by Standard & Poor’s and Moody’s, respectively); and

(iii) the product of (A) the Series 2004-1 Required Asset Amount Percentage as of the immediately preceding Business Day and (B) the sum of (1) the excess, if any, of the Non-Eligible Vehicle Amount (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2004-1 Maximum Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (2) the excess, if any, of the Hyundai Amount over the Series 2004-1 Maximum Hyundai Amount as of such immediately preceding Business Day, (3) the excess, if any, of the Jaguar Amount over the Series 2004-1 Maximum Jaguar Amount as of such immediately preceding Business Day, (4) the excess, if any, of the Kia Amount over the Series 2004-1 Maximum Kia Amount as of such immediately preceding Business Day, (5) the excess, if any, of the Land Rover Amount over the Series 2004-1 Maximum Land Rover Amount as of such immediately preceding Business Day, (6) the excess, if any, of the Mazda Amount over the Series 2004-1 Maximum Mazda Amount as of such immediately preceding Business Day, (7) the excess, if any, of the Mitsubishi Amount over the Series 2004-1 Maximum Mitsubishi Amount as of such immediately preceding Business Day, (8) the excess, if any, of the Subaru Amount over the Series 2004-1 Maximum Subaru Amount as of such immediately preceding Business Day, (9) the excess, if any, of the Volvo Amount over the Series 2004-1 Maximum Volvo Amount as of such immediately preceding Business Day, (10) the excess, if any, of the Non-Eligible Manufacturer Amount over the Series

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2004-1 Maximum Non-Eligible Manufacturer Amount as of such immediately preceding Business Day, (11) the excess, if any, of the Manufacturer Non-Eligible Vehicle Amount with respect to any Manufacturer (excluding from the calculation thereof, to the extent that an Event of Bankruptcy has occurred with respect to any of Ford, GM, Chrysler, Toyota and Honda, the Net Book Value of the HVF Vehicles (other than Non-Program Vehicles manufactured by any such Manufacturer as of the date of the occurrence of such Event of Bankruptcy) manufactured by each such Manufacturer for which an Event of Bankruptcy has occurred and any amounts related to such HVF Vehicles due from such Manufacturer) over the Series 2004-1 Maximum Manufacturer Non-Eligible Vehicle Amount as of such immediately preceding Business Day, (12) the excess, if any, of the Audi Amount over the Series 2004-1 Maximum Audi Amount as of such immediately preceding Business Day, (13) the excess, if any of the BMW Amount over the Series 2004-1 Maximum BMW Amount as of such immediately preceding Business Day, (14) the excess, if any of the Lexus Amount over the Series 2004-1 Maximum Lexus Amount as of such immediately preceding Business Day, (15) the excess, if any of the Mercedes Amount over the Series 2004-1 Maximum Mercedes Amount as of such immediately preceding Business Day and (16) the excess, if any of the Aggregate BMW/Lexus/Mercedes/Audi Amount over the Series 2004-1 Maximum Aggregate BMW/Lexus/Mercedes/Audi Amount as of such immediately preceding Business Day.  The Manufacturer Non-Eligible Vehicle Amounts with respect to Ford, Volvo, Jaguar and Land Rover shall be calculated on an aggregate basis so that they will be considered as one Manufacturer for the purpose of the calculation of the Series 2004-1 Maximum Manufacturer Non-Eligible Vehicle Amount for so long as each of Volvo, Jaguar and Land Rover is an Affiliate of Ford.

“Series 2004-1 Required Enhancement Percentage” means, as of any date of determination, the sum of (i) the product of (A) the Series 2004-1 Required Program Vehicle Enhancement Percentage as of such date times (B) the Eligible Program Vehicle Percentage as of such date and (ii) the product of (A) the Series 2004-1 Required Non-Eligible Vehicle Enhancement Percentage as of such date times (B) the Non-Eligible Vehicle Percentage as of such date.

“Series 2004-1 Required Liquidity Amount” means, as of any date of determination, an amount equal to the product of the Series 2004-1 Required Liquidity Percentage as of such date times the Series 2004-1 Principal Amount on such date.

“Series 2004-1 Required Liquidity Percentage” means, as of any date of determination, (i) the sum of (A) the product of (1) 6.10% times (2) the Class A-1 Principal Amount on such date, (B) the product of (1) 2.25% times (2) the Class A-2 Principal Amount on such date, (C) the product of (1) 2.50% times (2) the Class A-3 Principal Amount on such date and (D) the product of (1) 2.75% times (2) the Class A-4 Principal Amount on such date divided by (ii) the Series 2004-1 Principal Amount on such date.

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“Series 2004-1 Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, the greater of (a) the Series 2004-1 Weighted Average Required Non-Eligible Vehicle Enhancement Percentage as of such date and (b) the sum of (i) the Series 2004-1 Weighted Average Required Non-Eligible Vehicle Enhancement Percentage as of such date and (ii) an amount equal to 100% minus the lower of (x) the lowest Non-Program Vehicle Measurement Month Average for any Measurement Month within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2004-1 Closing Date) and (y) the lowest Market Value Average as of any Determination Date within the preceding 12 calendar months (or such fewer number of months as have elapsed since the Series 2004-1 Closing Date).

“Series 2004-1 Required Overcollateralization Amount” means, as of any date of determination, the excess, if any, of (a) the Series 2004-1 Required Enhancement Amount over (b) the sum of (i) the Series 2004-1 Available Reserve Account Amount as of such date (after giving effect to any deposits thereto and withdrawals and releases therefrom on such date), (ii) the Series 2004-1 Letter of Credit Amount as of such date and (iii) the amount of cash and Permitted Investments on deposit in the Series 2004-1 Excess Collection Account on such date.

“Series 2004-1 Required Program Vehicle Enhancement Percentage” means, as of any date of determination, (i) the sum of (A) the product of (1) 17.00% times (2) the Class A-1 Principal Amount on such date, (B) the product of (1) 13.00% times (2) the Class A-2 Principal Amount on such date, (C) the product of (1) 13.25% times (2) the Class A-3 Principal Amount on such date and (D) the product of (1) 13.50% times (2) the Class A-4 Principal Amount on such date divided by (ii) the Series 2004-1 Principal Amount on such date.

“Series 2004-1 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 the Series 2004-1 Required Liquidity Amount on such date over the Series 2004-1 Letter of Credit Liquidity Amount on such date and (b) the excess, if any, of the Series 2004-1 Required Enhancement Amount over the Series 2004-1 Enhancement Amount (excluding therefrom the Series 2004-1 Available Reserve Account Amount) on such date.

“Series 2004-1 Reserve Account” has the meaning specified in Section 2.07(a) of this Series Supplement.

“Series 2004-1 Reserve Account Collateral” has the meaning specified in Section 2.07(d) of this Series Supplement.

“Series 2004-1 Reserve Account Surplus” means, with respect to any date of determination, the excess, if any, of the Series 2004-1 Available Reserve Account Amount (after giving effect to any deposits thereto and withdrawals therefrom on such date) over the Series 2004-1 Required Reserve Account Amount on such date.

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“Series 2004-1 Revolving Period” means the period from and including the Series 2004-1 Closing Date to the earlier of (i) the commencement of the Series 2004-1 Rapid Amortization Period and (ii) the commencement of the Three-Year Notes Controlled Amortization Period.

“Series 2004-1 Series Account Collateral” has the meaning specified in Section 2.01(d) of this Series Supplement.

“Series 2004-1 Series Accounts” has the meaning specified in Section 2.01(a) of this Series Supplement.

“Series 2004-1 Weighted Average Required Non-Eligible Vehicle Enhancement Percentage” means, as of any date of determination, (i) the sum of (A) the product of (1) 23.25% times (2) the Class A-1 Principal Amount on such date, (B) the product of (1) 18.00% times (2) the Class A-2 Principal Amount on such date, (C) the product of (1) 18.25% times (2) the Class A-3 Principal Amount on such date and (D) the product of (1) 18.50% times (2) the Class A-4 Principal Amount on such date divided by (ii) the Series 2004-1 Principal Amount on such date.

“Series-Specific Collection Account” means the collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such collection account to the payment of Ford Reimbursement Obligations, after the payment of principal of such Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series-Specific Excess Collection Account” means the excess collection account established pursuant to a Series Supplement for the benefit of a Series of Notes, which Series Supplement provides for the distribution of funds allocated to such excess collection account to the payment of Ford Reimbursement Obligations after the payment of principal of such Series of Notes or any other Series of Notes and prior to any distribution or other release of such funds to HVF and prior to any payment of termination payments under the Swap Agreements, and which provides that for so long as the Ford LOC Exposure Amount is greater than zero no such funds will be distributed to HVF or applied to make termination payments under the Swap Agreements if, after giving effect to such distribution or application, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

“Series Supplement” has the meaning set forth in the preamble.

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“Shadow Rating” means the rating of the Series 2004-1 Notes without giving effect to the Insurance Policy.

“Subaru Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount and Manufacturer Eligible Program Vehicle Amount, in each case with respect to Subaru as of such date.

“Telerate Page 3750” has the meaning set forth in the International Swaps Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions.

“Third-Party Market Value” means, with respect to any HVF Vehicle as of any date of determination, the market value of such HVF Vehicle as specified in the Related Month’s published NADA Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided that if the NADA Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value shall mean the Net Book Value of such HVF Vehicle; provided further that if the NADA Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on the market value specified in the Finance Guide for the model class and model year of such HVF Vehicle based on the average equipment and the average mileage of each HVF Vehicle of such model class and model year; provided that if the Finance Guide is being published but such HVF Vehicle is not included therein, the Third-Party Market Value shall mean the Net Book Value of such HVF Vehicle; provided further that if the Finance Guide was not published in the Related Month, the Third-Party Market Value of such HVF Vehicle shall be based on an independent third-party data source approved by each Rating Agency that is rating any Series of Notes at the request of HVF based on the average equipment and average mileage of each HVF Vehicle of such model class and model year or based upon such other methodology approved by each such Rating Agency.

“Three-Year Notes” means, collectively, the Class A-1 Notes and the Class A-2 Notes.

“Three-Year Notes Controlled Amortization Period” means the period commencing at the close of business on October 31, 2006 (or, if such day is not a Business Day, the Business Day immediately preceding such day) and continuing to the earlier of (i) the commencement of the Series 2004-1 Rapid Amortization Period and (ii) the date on which the Three-Year Notes are fully paid.

“Three-Year Notes Expected Final Payment Date” means the May 2007 Payment Date.

“Three-Year Notes Legal Final Payment Date” means the May 2008 Payment Date.

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“Unrestricted Global Notes” has the meaning specified in Section 5.03 of this Series Supplement.

“Volvo Amount” means, as of any date of determination, an amount equal to the sum of the Volvo Program Amount and the Volvo Non-Program Amount as of such date.

“Volvo Non-Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Non-Eligible Vehicle Amount with respect to Volvo as of such date.

“Volvo Program Amount” means, as of any date of determination, an amount equal to the Manufacturer Eligible Program Vehicle Amount with respect to Volvo as of such date.

“Waivable Amount” is defined in Article IV.

“Waiver Event” means the occurrence of the delivery of a Waiver Request and the subsequent waiver of any Series 2004-1 Maximum Amount.

“Waiver Request” is defined in Article IV.

ARTICLE II

Series 2004-1 Allocations

With respect to the Series 2004-1 Notes only, the following shall apply:

SECTION 2.01.  Series 2004-1 Series Accounts.  (a)  Establishment of Series 2004-1 Series Accounts.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford three accounts:  the Series 2004-1 Collection Account (such account, the “Series 2004-1 Collection Account”), the Series 2004-1 Accrued Interest Account (such account, the “Series 2004-1 Accrued Interest Account”) and the Series 2004-1 Excess Collection Account (such account, the “Series 2004-1 Excess Collection Account” and, together with the Series 2004-1 Collection Account and the Series 2004-1 Accrued Interest Account, the “Series 2004-1 Series Accounts”).  Each Series 2004-1 Series Account shall bear a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford.  Each Series 2004-1 Series Account shall be an Eligible Deposit Account.  If a Series 2004-1 Series Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that such Series 2004-1 Series Account is no longer an Eligible Deposit Account, establish a new Series 2004-1 Series Account that is an Eligible Deposit Account.  If a new Series 2004-1 Series Account is established, HVF

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shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2004-1 Series Account into the new Series 2004-1 Series Account.  Initially, each of the Series 2004-1 Series Accounts will be established with The Bank of New York.

(b)  Administration of the Series 2004-1 Series Accounts.  HVF may instruct (by standing instructions or otherwise) the institution maintaining each of the Series 2004-1 Series Accounts to invest funds on deposit in such Series 2004-1 Series Account from time to time in Permitted Investments; provided, however, that (x) any such investment in the Series 2004-1 Excess Collection Account shall mature not later than the Business Day following the date on which such funds were received and (y) any such investment in the Series 2004-1 Collection Account or the Series 2004-1 Accrued Interest Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received, unless any such Permitted Investment is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2004-1 Series Accounts shall remain uninvested.

(c)  Earnings from Series 2004-1 Series Accounts.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2004-1 Series Accounts shall be deemed to be on deposit therein and available for distribution.

(d)  Series 2004-1 Series Accounts Constitute Additional Collateral for Series 2004-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Series Accounts, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2004-1 Series Accounts or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2004-1 Series Accounts, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2004-1 Series Accounts, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing,

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including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2004-1 Series Account Collateral”).

SECTION 2.02.  Allocations with Respect to the Series 2004-1 Notes.  The net proceeds from the initial sale of the Series 2004-1 Notes will be deposited into the Series 2004-1 Excess Collection Account.  All amounts payable to HVF under any Series 2004-1 Interest Rate Hedges will be deposited into the Series 2004-1 Collection Account.  On each Business Day on which Collections are deposited into the Collection Account (each such date, a “Series 2004-1 Deposit Date”), the Administrator will direct the Trustee in writing pursuant to the Administration Agreement to apply all amounts deposited into the Collection Account in accordance with the provisions of this Section 2.02:

(a)  Allocations of Collections During the Series 2004-1 Revolving Period.  During the Series 2004-1 Revolving Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2004-1 Deposit Date, to apply all amounts deposited into the Collection Account as set forth below:

(i) deposit into the Series 2004-1 Collection Account an amount equal to the sum of (A) the Series 2004-1 Invested Percentage (as of such day) of the aggregate amount of Interest Collections on such day and (B) any amounts received by the Trustee in respect of the Series 2004-1 Interest Rate Hedges.  All such amounts deposited into the Series 2004-1 Collection Account shall thereafter be deposited into the Series 2004-1 Accrued Interest Account; and

(ii) deposit into the Series 2004-1 Excess Collection Account an amount equal to the Series 2004-1 Invested Percentage (as of such day) of the aggregate amount of Principal Collections on such day (for any such day, the “Series 2004-1 Principal Allocation”); provided, however, if a Waiver Event shall have occurred, then such application shall be modified as provided in Article IV.

(b)  Allocations of Collections During any Series 2004-1 Controlled Amortization Period.  During any Series 2004-1 Controlled Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on each Series 2004-1 Deposit Date, to apply all amounts deposited into the Collection Account as set forth below:

(i) deposit into the Series 2004-1 Collection Account an amount determined as set forth in Section 2.02(a)(i) above for such day, which amount shall thereafter be deposited into the Series 2004-1 Accrued Interest Account; and

(ii) (A) with respect to the Three-Year Notes Controlled Amortization Period, deposit into the Series 2004-1 Collection Account an amount equal to the Series 2004-1 Principal Allocation for such day, which amount shall be used to

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make principal payments on a pro rata basis in respect of the Three-Year Notes; provided, however, that if the Monthly Total Principal Allocation for the current Related Period exceeds the sum of the Class A-1 Controlled Distribution Amount and the Class A-2 Controlled Distribution Amount, then the amount of such excess shall be deposited into the Series 2004-1 Excess Collection Account; and provided further that if a Waiver Event shall have occurred, then such application shall be modified as provided in Article IV, (B) with respect to the Class A-3 Controlled Amortization Period, deposit into the Series 2004-1 Collection Account an amount equal to the Series 2004-1 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Class A-3 Notes; provided, however, that if the Monthly Total Principal Allocation for the current Related Period exceeds the Class A-3 Controlled Distribution Amount, then the amount of such excess shall be deposited into the Series 2004-1 Excess Collection Account; and provided further that if a Waiver Event shall have occurred, then such application shall be modified as provided in Article IV, and (C) with respect to the Class A-4 Controlled Amortization Period, deposit into the Series 2004-1 Collection Account an amount equal to the Series 2004-1 Principal Allocation for such day, which amount shall be used to make principal payments in respect of the Class A-4 Notes; provided, however, that if the Monthly Total Principal Allocation for the current Related Period exceeds the Class A-4 Controlled Distribution Amount, then the amount of such excess shall be deposited into the Series 2004-1 Excess Collection Account; and provided further that if a Waiver Event shall have occurred, then such application shall be modified as provided in Article IV.

(c) Allocations of Collections During the Series 2004-1 Rapid Amortization Period.  During the Series 2004-1 Rapid Amortization Period, the Administrator will direct the Trustee in writing pursuant to the Administration Agreement, prior to 1:00 p.m. (New York City time) on any Series 2004-1 Deposit Date, to apply all amounts deposited into the Collection Account as set forth below:

(i) deposit into the Series 2004-1 Collection Account an amount determined as set forth in Section 2.02(a)(i) above for such day, which amount shall be thereafter deposited into the Series 2004-1 Accrued Interest Account; and

(ii) deposit into the Series 2004-1 Collection Account an amount equal to the Series 2004-1 Principal Allocation for such day, which amount shall be used to make principal payments (I) on a pro rata basis in respect of the Series 2004-1 Notes until the Series 2004-1 Notes have been paid in full; and (II) once the Series 2004-1 Notes have been paid in full, to Ford, all unpaid Ford Reimbursement Obligations until Ford has been paid in full, provided that if on any Determination Date (A) the Administrator determines that the amount anticipated to be available from Interest Collections allocable to the Series 2004-1 Notes, any amounts payable to the Trustee in respect of any Series 2004-1 Interest

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Rate Hedges and other amounts available pursuant to Section 2.03 of this Series Supplement to pay Series 2004-1 Adjusted Monthly Interest on the next succeeding Payment Date will be less than the sum of the Series 2004-1 Adjusted Monthly Interest and any Fixed Rate Payments for such Payment Date and (B) the Series 2004-1 Enhancement Amount is greater than zero, then the Administrator shall direct the Trustee in writing to withdraw from the Series 2004-1 Collection Account a portion of the Principal Collections allocated to the Series 2004-1 Notes during the Related Month equal to the lesser of such insufficiency and the Series 2004-1 Enhancement Amount and deposit such amount into the Series 2004-1 Accrued Interest Account to be treated as Interest Collections on such Payment Date.

(d)  Past Due Rental Payments.  Notwithstanding the foregoing, if, after the occurrence of a Series 2004-1 Lease Payment Deficit, the Lessee shall make a payment of Rent or other amount payable by the Lessee under the HVF Lease on or prior to the fifth Business Day after the occurrence of such Series 2004-1 Lease Payment Deficit (a “Past Due Rent Payment”), the Administrator shall direct the Trustee in writing pursuant to the Administration Agreement to deposit into the Series 2004-1 Collection Account an amount equal to the Series 2004-1 Invested Percentage as of the date of the occurrence of such Series 2004-1 Lease Payment Deficit of the Collections attributable to such Past Due Rent Payment (the “Series 2004-1 Past Due Rent Payment”).  The Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw from the Series 2004-1 Collection Account and apply the Series 2004-1 Past Due Rent Payment in the following order:

(i) if the occurrence of the related Series 2004-1 Lease Payment Deficit resulted in a demand for payment being made under the Insurance Policy, pay to the Insurer an amount equal to the lesser of (x) the unreimbursed amount of the payment made by the Insurer under the Insurance Policy in respect of such demand and (y) the amount of the Series 2004-1 Past Due Rent Payment;

(ii) if the occurrence of the related Series 2004-1 Lease Payment Deficit resulted in one or more LOC Credit Disbursements being made under the Series 2004-1 Ford Letters of Credit, pay to Ford an amount equal to the lesser of (x) the unreimbursed amount of such LOC Credit Disbursement and (y) the amount of the Series 2004-1 Past Due Rent Payment remaining after any payment pursuant to clause (i) above;

(iii) if the occurrence of such Series 2004-1 Lease Payment Deficit resulted in a withdrawal being made from the Series 2004-1 Ford Cash Collateral Account, deposit in the Series 2004-1 Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2004-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) and (ii) above and (y) the

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amount withdrawn from the Series 2004-1 Ford Cash Collateral Account on account of such Series 2004-1 Lease Payment Deficit;

(iv) if the occurrence of the related Series 2004-1 Lease Payment Deficit resulted in one or more LOC Credit Disbursements being made under the Series 2004-1 Non-Ford Letters of Credit, pay to each Series 2004-1 Non-Ford Letter of Credit Provider who made such a LOC Credit Disbursement for application in accordance with the provisions of the applicable Letter of Credit Reimbursement Agreement an amount equal to the lesser of (x) the unreimbursed amount of such Series 2004-1 Non-Ford Letter of Credit Provider’s LOC Credit Disbursement and (y) such Series 2004-1 Non-Ford Letter of Credit Provider’s pro rata share, calculated on the basis of the unreimbursed amount of each such Series 2004-1 Non-Ford Letter of Credit Provider’s LOC Credit Disbursement, of the amount of the Series 2004-1 Past Due Rent Payment remaining after any payment pursuant to clauses (i) through (iii) above;

(v) if the occurrence of such Series 2004-1 Lease Payment Deficit resulted in a withdrawal being made from the Series 2004-1 Non-Ford Cash Collateral Account, deposit in the Series 2004-1 Non-Ford Cash Collateral Account an amount equal to the lesser of (x) the amount of the Series 2004-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (iv) above and (y) the amount withdrawn from the Series 2004-1 Non-Ford Cash Collateral Account on account of such Series 2004-1 Lease Payment Deficit;

(vi) if the occurrence of such Series 2004-1 Lease Payment Deficit resulted in a withdrawal being made from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) of this Series Supplement, deposit in the Series 2004-1 Reserve Account an amount equal to the lesser of (x) the amount of the Series 2004-1 Past Due Rent Payment remaining after any payments pursuant to clauses (i) through (v) above and (y) the excess, if any, of the Series 2004-1 Required Reserve Account Amount over the Series 2004-1 Available Reserve Account Amount on such day;

(vii) deposit into the Series 2004-1 Accrued Interest Account the amount, if any, by which the Series 2004-1 Lease Interest Payment Deficit, if any, relating to such Series 2004-1 Lease Payment Deficit exceeds the amount of the Series 2004-1 Past Due Rent Payment applied pursuant to clauses (i) through (vi) above; and

(viii) deposit into the Series 2004-1 Excess Collection Account and treat as Principal Collections the remaining amount of the Series 2004-1 Past Due Rent Payment.

   (e)  Amounts Allocated from Other Series.  Amounts allocated to other Series of Notes that have been reallocated by HVF to the Series 2004-1 Notes (i) during

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the Series 2004-1 Revolving Period shall be deposited into the Series 2004-1 Excess Collection Account and applied in accordance with Section 2.02(f) of this Series Supplement and (ii) during the Series 2004-1 Controlled Amortization Period or the Series 2004-1 Rapid Amortization Period shall be deposited into the Series 2004-1 Collection Account and applied in accordance with Section 2.02(b) or 2.02(c), as the case may be, of this Series Supplement to make principal payments in respect of the Series 2004-1 Notes and after the Series 2004-1 Notes have been paid in full, to pay Ford all unpaid Ford Reimbursement Obligations.

(f)  Series 2004-1 Excess Collection Account.  Amounts deposited into the Series 2004-1 Excess Collection Account on any Series 2004-1 Deposit Date will be (i) first, withdrawn and deposited in the Series 2004-1 Reserve Account in an amount up to the excess, if any, of the Series 2004-1 Required Reserve Account Amount for such date over the Series 2004-1 Available Reserve Account Amount for such date, (ii) second, used to pay the principal amount of other Series of Notes that are then required to be paid or, at the option of HVF, to pay the principal amount of other Series of Notes that may be paid under the Indenture, in each case, only to the extent that no Aggregate Asset Amount Deficiency, Series 2004-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2004-1 Notes would result therefrom or exist immediately thereafter, (iii) third, used to pay Ford all unpaid Ford Reimbursement Obligations, and (iv) fourth, any remaining funds may be released to HVF, in the cases of clauses (ii) through (iv), only to the extent that no Aggregate Asset Amount Deficiency, Series 2004-1 Enhancement Deficiency or other Amortization Event with respect to the Series 2004-1 Notes would result therefrom or exist immediately thereafter and in the case of clause (iv), only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to such payment or release or immediately after such payment or release, the Fleet Equity Condition would be satisfied.  Notwithstanding the foregoing, on the earlier of the first day of the Series 2004-1 Controlled Amortization Period and the Series 2004-1 Rapid Amortization Period, all funds on deposit in the Series 2004-1 Excess Collection Account will be withdrawn from the Series 2004-1 Excess Collection Account and deposited into the Series 2004-1 Collection Account and applied in accordance with Section 2.02(b)(ii) or 2.02(c)(ii), as the case may be, of this Series Supplement.

SECTION 2.03.  Application of Interest Collections.  On the fourth Business Day prior to each Payment Date, as provided below, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to withdraw, and on such Payment Date the Trustee, acting in accordance with such instructions, shall withdraw the amounts required to be withdrawn from the Series 2004-1 Accrued Interest Account pursuant to Section 2.03(b) below in respect of all funds available from any Series 2004-1 Interest Rate Hedges and Interest Collections processed since the preceding Payment Date and allocated to the holders of the Series 2004-1 Notes.

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(a)  Appointment of Calculation Agent.  BNY MTC is hereby appointed Calculation Agent for the purpose of determining the Class A-1 Note Rate for each Series 2004-1 Interest Period.  On each LIBOR Determination Date, the Calculation Agent shall determine the Class A-1 Note Rate for the next succeeding Series 2004-1 Interest Period and deliver notice of the Class A-1 Note Rate to the Trustee and the Administrator.

(b)  Note Interest with respect to the Series 2004-1 Notes.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to the amount to be withdrawn from the Series 2004-1 Accrued Interest Account to the extent funds are anticipated to be available from Interest Collections allocable to the Series 2004-1 Notes processed from but not including the preceding Payment Date through the succeeding Payment Date and any amounts payable to HVF under any Series 2004-1 Interest Rate Hedge during that period in respect of (w) first, an amount equal to the Series 2004-1 Monthly Interest for the Series 2004-1 Interest Period ending on the day preceding such succeeding Payment Date, (x) second, an amount equal to the Fixed Rate Payments, if any, for the next succeeding Payment Date, (y) third, an amount equal to the amount of any unpaid Deficiency Amounts, as of the preceding Payment Date (together with any accrued interest on such Deficiency Amounts) and (z) fourth, an amount equal to the Insurer Fee for such Series 2004-1 Interest Period plus any Insurer Reimbursement Amounts then due and owing.  On or before 10:00 a.m. (New York City time) on the following Payment Date, the Trustee shall withdraw the amounts described in the first sentence of this Section 2.03(b) from the Series 2004-1 Accrued Interest Account and deposit such amounts into the Series 2004-1 Distribution Account.

(c)  Lease Payment Deficit Notice.  On or before 10:00 a.m. (New York City time) on each Payment Date, the Administrator shall notify the Trustee of the amount of any Series 2004-1 Lease Payment Deficit, such notification to be in the form of Exhibit C to this Series Supplement (each a “Lease Payment Deficit Notice”).

(d)  Withdrawals from the Series 2004-1 Reserve Account.  If the Administrator determines on any Payment Date that the amounts available from the Series 2004-1 Accrued Interest Account are insufficient to pay the sum of the amounts described in clauses (w), (x), (y) and (z) of Section 2.03(b) of this Series Supplement on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2004-1 Reserve Account and deposit in the Series 2004-1 Distribution Account on such Payment Date an amount equal to the lesser of the Series 2004-1 Available Reserve Account Amount and such insufficiency.  The Trustee shall withdraw such amount from the Series 2004-1 Reserve Account and deposit such amount in the Series 2004-1 Distribution Account.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be withdrawn from the Series 2004-1 Reserve Account.

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(e)  Draws on Series 2004-1 Letters of Credit.  (X) If the Administrator determines on any Payment Date that there exists a Series 2004-1 Lease Interest Payment Deficit, the Administrator shall instruct the Trustee in writing to draw on the Series 2004-1 Non-Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the least of (i) such Series 2004-1 Lease Interest Payment Deficit, (ii) the excess, if any, of the sum of the amounts described in clauses (w), (x), (y) and (z) of Section 2.03(b) above on such Payment Date over the amounts available from the Series 2004-1 Accrued Interest Account plus the amount withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) of this Series Supplement on such Payment Date and (iii) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount on the Series 2004-1 Non-Ford Letters of Credit by presenting to each Series 2004-1 Non-Ford Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand and shall cause the LOC Credit Disbursements to be deposited in the Series 2004-1 Distribution Account on such Payment Date; provided, however that if the Series 2004-1 Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2004-1 Non-Ford Cash Collateral Account and deposit in the Series 2004-1 Distribution Account an amount equal to the lesser of (x) the Series 2004-1 Non-Ford Cash Collateral Percentage on such Payment Date of the least of the amounts described in clauses (i), (ii) or (iii) above and (y) the Series 2004-1 Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Series 2004-1 Non-Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Series 2004-1 Non-Ford Letters of Credit or withdrawn from the Series 2004-1 Non-Ford Cash Collateral Account.

(Y) If the Administrator determines on any Payment Date that the sum of the amounts described in clauses (w), (x), (y) and (z) of Section 2.03(b) of this Series Supplement on such Payment Date exceeds the sum of the amounts available from the Series 2004-1 Accrued Interest Account, the amount withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) of this Series Supplement plus the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit (and/or withdrawn from the Series 2004-1 Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date, the Administrator shall instruct the Trustee in writing to draw on the Series 2004-1 Ford Letters of Credit, if any, and, upon receipt of such notice by the Trustee on or prior to 10:30 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount, as set forth in such notice, equal to the lesser of (i) the excess, if any, of the sum of the amounts described in clauses (w), (x), (y) and (z) of Section 2.03(b) of this Series Supplement on such Payment Date over the amounts available from the Series 2004-1 Accrued Interest Account plus the amount withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) of this Series Supplement on such Payment Date plus the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit (and/or

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withdrawn from the Series 2004-1 Non-Ford Cash Collateral Account) pursuant to clause (X) above on such Payment Date and (ii) the Series 2004-1 Ford Letter of Credit Liquidity Amount on the Series 2004-1 Ford Letters of Credit by presenting to each Series 2004-1 Ford Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand and shall cause the LOC Credit Disbursements to be deposited in the Series 2004-1 Distribution Account on such Payment Date; provided, however that if the Series 2004-1 Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2004-1 Ford Cash Collateral Account and deposit in the Series 2004-1 Distribution Account an amount equal to the lesser of (x) the Series 2004-1 Ford Cash Collateral Percentage on such Payment Date of the lesser of the amounts described in clauses (i) and (ii) above and (y) the Series 2004-1 Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Series 2004-1 Ford Letters of Credit.  During the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be drawn on the Series 2004-1 Ford Letters of Credit or withdrawn from the Series 2004-1 Ford Cash Collateral Account.

(f)  Insurance Policy.  If the Administrator determines on any Payment Date that the sum of the amounts available from the Series 2004-1 Accrued Interest Account plus the amount, if any, to be withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) of this Series Supplement plus the amount, if any, to be drawn under the Series 2004-1 Letters of Credit and/or withdrawn from the Series 2004-1 Cash Collateral Account pursuant to Section 2.03(e) of this Series Supplement is insufficient to pay the Series 2004-1 Adjusted Monthly Interest for such Payment Date, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy and, upon receipt of such notice by the Trustee on or prior to 11:00 a.m. (New York City time) on such Payment Date, the Trustee shall, by 12:00 noon (New York City time) on such Payment Date, make a demand on the Insurance Policy in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2004-1 Distribution Account.

(g)  Deficiency Amounts.  If the amounts described in Sections 2.03(b), (c), (d),  (e) and (f) of this Series Supplement are insufficient to pay the Series 2004-1 Adjusted Monthly Interest for any Payment Date, payments of interest to the Series 2004-1 Noteholders will be reduced on a pro rata basis by the amount of such deficiency.  The aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-1 Notes shall be referred to as the “Class A-1 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-2 Notes shall be referred to as the “Class A-2 Deficiency Amount”, the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-3 Notes shall be referred to as the “Class A-3 Deficiency Amount” and the aggregate amount, if any, of such deficiency on any Payment Date allocable to the Class A-4 Notes shall be referred to as the “Class A-4 Deficiency

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Amount”.  Interest shall accrue on the Deficiency Amount for each Class of Series 2004-1 Notes at the applicable Series 2004-1 Note Rate.

(h)  Balance.  On the fourth Business Day prior to each Payment Date, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement to pay, on such Payment Date, the balance (after making the payments required in Section 2.04 of this Series Supplement), if any, of the amounts available from the Series 2004-1 Accrued Interest Account plus the amount, if any, withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) of this Series Supplement plus the amount, if any, drawn under the Series 2004-1 Letters of Credit and/or withdrawn from the Series 2004-1 Cash Collateral Account pursuant to Section 2.03(e) of this Series Supplement as follows:

(i) first, to any Interest Rate Hedge Provider, in an amount equal to the portion, if any, of the Fixed Rate Payments for such Payment Date payable to such Interest Rate Hedge Provider;

(ii) second, to the Insurer, in an amount equal to the sum of (x) the Insurer Fee for the Series 2004-1 Interest Period ending on the day preceding such Payment Date and (y) any other Insurer Reimbursement Amounts then due and payable to the Insurer (excluding therefrom any amounts included in Series 2004-1 Monthly Interest for such Series 2004-1 Interest Period); provided that during the continuance of an Insurer Default, no amounts in respect of the Insurer Fee shall be paid with the proceeds of a draw on a Series 2004-1 Letter of Credit or a withdrawal from a Series 2004-1 Cash Collateral Account;

(iii) third, to the Administrator, in an amount equal to the Series 2004-1 Percentage as of the beginning of the Series 2004-1 Interest Period ending on the day preceding such Payment Date of the Monthly Administration Fee for such Series 2004-1 Interest Period;

(iv) fourth, to the Trustee, in an amount equal to the Series 2004-1 Percentage as of the beginning of the Series 2004-1 Interest Period ending on the day preceding such Payment Date of the Trustee’s fees for such Series 2004-1 Interest Period;

(v) fifth, to pay any Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) to the Persons to whom such amounts are owed, in an amount equal to the Series 2004-1 Percentage as of the beginning of the Series 2004-1 Interest Period ending on the day preceding such Payment Date of such Indenture Carrying Charges (other than Indenture Carrying Charges provided for above) for such Series 2004-1 Interest Period; and

(vi) sixth, the balance, if any, shall be withdrawn from the Series 2004-1 Accrued Interest Account by the Trustee and (A) during the Series 2004-1

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Revolving Period, deposited into the Series 2004-1 Excess Collection Account or (B) during the Series 2004-1 Controlled Amortization Period or the Series 2004-1 Rapid Amortization Period, (I) so long as the Series 2004-1 Principal Amount is greater than the Monthly Total Principal Allocation for the Related Month, deposited into the Series 2004-1 Collection Account and treated as Principal Collections and (II) if the Series 2004-1 Principal Amount is zero or less than the Monthly Total Principal Allocation for the Related Month, paid to any Interest Rate Hedge Provider in respect of any amounts owing pursuant to its Series 2004-1 Interest Rate Hedge, other than any Fixed Rate Payment.

(i)  Trustee Fees.  If, on any Payment Date after the occurrence and during the continuance of a Liquidation Event of Default or a Series 2004-1 Limited Liquidation Event of Default, (x) the funds available to pay the Trustee fees pursuant to Section 2.03(h)(iv) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date or (y) the funds available to pay the portion of the Indenture Carrying Charges payable to the Trustee pursuant to Section 2.03(h)(v) of this Series Supplement on such Payment Date are less than the amount payable to the Trustee thereunder on such Payment Date, the Administrator shall instruct the Trustee in writing to withdraw from the Series 2004-1 Reserve Account and pay to itself on such Payment Date an amount equal to the least of (A) the Series 2004-1 Available Reserve Account Amount on such Payment Date (after giving effect to all other withdrawals therefrom pursuant to this Series Supplement on such Payment Date), (B) an amount equal to the excess, if any, of (i) 1.1% of the Series 2004-1 Required Asset Amount as of the date of the occurrence of such Liquidation Event of Default or Series 2004-1 Limited Liquidation Event of Default over (ii) the aggregate of the amounts previously withdrawn from the Series 2004-1 Reserve Account under this Sections 2.03(i) in respect of fees and other amounts due and owing to the Trustee and (C) such insufficiency.  The Trustee shall withdraw such amount from the Series 2004-1 Reserve Account and pay or reimburse itself.

(j)  Listing Information Requirement.  Until the Administrator shall give the Trustee written notice that the Class A-1 Notes are not listed on the Luxembourg Stock Exchange, the Trustee shall, or shall instruct the Paying Agent to, cause the Class A-1 Note Rate for the next succeeding Series 2004-1 Interest Period, the number of days in such Series 2004-1 Interest Period, the Payment Date for such Series 2004-1 Interest Period and the amount of interest payable on the Class A-1 Notes on such Payment Date to be (A) communicated to DTC, the Paying Agent in Luxembourg and the Luxembourg Stock Exchange no later than 11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date and (B) notify the Luxembourg Stock Exchange if, based solely on the information contained in the Monthly Noteholders’ Statement, the amount of interest to be paid on the Class A-1 Notes on any Payment Date is less than the amount payable thereon on such Payment Date, the amount of such deficit and the amount of interest that will accrue on such deficit during the next succeeding Series 2004-1 Interest Period by the Business Day

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prior to such Payment Date.  So long as the Class A-1 Notes are listed on the Luxembourg Stock Exchange and the rules of that stock exchange so require, notices to Class A-1 Noteholders will be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort), it being understood that the term “notices” as it is used in this clause shall not include communications of the Class A-1 Note Rate.  Upon HVF’s request, and at HVF’s expense, the Trustee shall cause the Paying Agent in Luxembourg to publish such notice.

SECTION 2.04.  Payment of Note Interest.  On each Payment Date, the Trustee shall, in accordance with Section 6.01 of the Base Indenture, pay to the Series 2004-1 Noteholders from the Series 2004-1 Distribution Account the amount deposited in the Series 2004-1 Distribution Account for the payment of interest pursuant to Section 2.03 of this Series Supplement.

SECTION 2.05.  Payment of Note Principal.  (a)  Monthly Payments During Series 2004-1 Controlled Amortization Period or Series 2004-1 Rapid Amortization Period.  Commencing on the second Determination Date during the Three-Year Notes Controlled Amortization Period or the first Determination Date after the commencement of the Series 2004-1 Rapid Amortization Period and on each Determination Date thereafter, the Administrator shall instruct the Trustee in writing pursuant to the Administration Agreement as to (i) the amount allocated to the Series 2004-1 Notes during the Related Month pursuant to Section 2.02(b)(ii) or (c)(ii) of this Series Supplement, as the case may be, (ii) any amounts to be withdrawn from the Series 2004-1 Reserve Account and deposited into the Series 2004-1 Distribution Account, (iii) any amounts to be drawn on the Series 2004-1 Letters of Credit (or withdrawn from the Series 2004-1 Cash Collateral Account), (iv) the amount of proceeds received in respect of a demand made under the Series 2004-1 Demand Note and (v) the amount of any demand on the Insurance Policy in accordance with the terms thereof.  On the Payment Date following each such Determination Date, the Trustee shall withdraw the amount allocated to the Series 2004-1 Notes of each Class during the Related Month pursuant to Section 2.02(b)(ii) or (c)(ii) of this Series Supplement, as the case may be, from the Series 2004-1 Collection Account and deposit such amount, together with the proceeds of any demand on the Series 2004-1 Demand Note received during the period from and excluding the immediately preceding Payment Date to and including such Payment Date into the Series 2004-1 Distribution Account which amount shall be paid (x) first, to the Series 2004-1 Noteholders holding such Class of Series 2004-1 Notes and (y) second, once the Series 2004-1 Notes have been paid in full, to Ford all unpaid Ford Reimbursement Obligations; provided, however, that with respect to the Three-Year Notes Legal Final Payment Date and the Class A-3 Legal Final Payment Date, the Trustee shall withdraw from the Series 2004-1 Collection Account an amount which is no greater than the sum of the Class A-1 Principal Amount and the Class A-2 Principal Amount, or Class A-3 Principal Amount, as the case may be, as of the end of the day on the immediately preceding day.

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(b)  Principal Deficit Amount.  If the Principal Deficit Amount is greater than zero on any date, the Administrator shall promptly provide written notice thereof to the Insurer and the Trustee.  On each Payment Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2004-1 Distribution Account as follows:

(i) Reserve Account Withdrawal.  On each Payment Date on which the Principal Deficit Amount is greater than zero, the Administrator shall instruct the Trustee in writing prior to 12:00 noon (New York City time) on such Payment Date, in the case of a Principal Deficit Amount resulting from a Series 2004-1 Lease Payment Deficit, or prior to 12:00 noon (New York City time) on the second Business Day prior to such Payment Date, in the case of any other Principal Deficit Amount, to withdraw from the Series 2004-1 Reserve Account, an amount equal to the lesser of (x) the Series 2004-1 Available Reserve Account Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account on such Payment Date pursuant to Section 2.03(d) of this Series Supplement) and (y) such Principal Deficit Amount on such Payment Date and deposit it in the Series 2004-1 Distribution Account on such Payment Date.

(ii) Principal Draws on Series 2004-1 Letters of Credit.  If the Administrator determines on any Payment Date, that the Principal Deficit Amount on such Payment Date, after giving effect to the distribution of amounts to be deposited in the Series 2004-1 Distribution Account in accordance with clause (i) of Section 2.05(b) on such Payment Date, will be greater than zero (A) in the case of a Payment Date that is not a Legal Final Payment Date, the Administrator shall instruct the Trustee in writing to draw on:

(X) the Series 2004-1 Non-Ford Letters of Credit, if any, to the extent that on such Payment Date there exists a Series 2004-1 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1) the Series 2004-1 Lease Principal Payment Deficit;

(2) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2004-1 Distribution Account in accordance with clause (i) of this Section 2.05(b) and the amount, if any, paid under the Series 2004-1 Demand Note in respect of such Principal Deficit Amount on such Payment Date; and

(3) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2004-1 Non-Ford Letters of Credit on such Payment Date pursuant to Section 2.03(e)(X) of this Series Supplement);

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(Y) the Series 2004-1 Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1) the amount by which the Principal Deficit Amount on such Payment Date exceeds the sum of the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(b)(i) of this Series Supplement, and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to clause (X) above and Section 2.12(d) of the Series Supplement, on such Payment Date, and

(2) the Series 2004-1 Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2004-1 Ford Letters of Credit on such Payment Date pursuant to Section 2.03(e)(Y) of this Series Supplement);

(B) in the case of the Three-Year Notes Legal Final Payment Date:

(X) the Series 2004-1 Non-Ford Letters of Credit, if any, to the extent that on the Three-Year Notes Legal Final Payment Date there exists a Series 2004-1 Lease Principal Payment Deficit, in an amount equal to the lesser of:

(1) the Series 2004-1 Lease Principal Payment Deficit;

(2) the amount, if any, by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.5(b)(i) of this Series Supplement and any drawings under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Three-Year Notes Legal Final Payment Date); and

(3) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2004-1 Non-Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.03(e)(X) of this Series Supplement);

(Y) the Series 2004-1 Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1) the Series 2004-1 Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Series 2004-1 Ford Letters of Credit on the Three-Year Notes Legal Final Payment Date pursuant to Section 2.03(e)(Y) of this Series Supplement), and

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(2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Three-Year Notes Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(b)(i) of this Series Supplement and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to clause (X) above, each on such Three-Year Notes Legal Final Payment Date, and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to Section 2.12(d) of this Series Supplement, on the Business Day immediately preceding such Three-Year Notes Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals to be made from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement and any drawings to be made under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Three-Year Notes Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Series 2004-1 Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2004-1 Lease Interest Payment Deficit (other than any Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Series 2004-1 Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.05(b)(ii)(B)(Y) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.03(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement; provided, however, that any such withdrawals from the Series 2004-1 Reserve Account and/or drawings made under the Series 2004-1 Letters of Credit on account of a Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(C) in the case of the Class A-3 Legal Final Payment Date:

(X) the Series 2004-1 Non-Ford Letters of Credit, if any, to the extent that on the Class A-3 Notes Legal Final Payment Date there exists a Series 2004-1 Lease Principal Payment Deficit in an amount equal to the least of:

(1) the Series 2004-1 Lease Principal Payment Deficit;

(2) the amount, if any, by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve

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Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement and any drawings under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Class A-3 Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Class A-3 Legal Final Payment Date); and

(3) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2004-1 Non-Ford Letters of Credit on the Class A-3 Legal Final Payment Date pursuant to Section 2.03(e)(X) of this Series Supplement);

(Y) the Series 2004-1 Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1) the Series 2004-1 Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Series 2004-1 Ford Letters of Credit on the Class A-3 Legal Final Payment Date pursuant to Section 2.03(e)(Y) of this Series Supplement); and

(2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Class A-3 Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(b)(i) of this Series Supplement and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to clause (X) above, each on such Class A-3 Legal Final Payment Date, and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to Section 2.12(d) of this Series Supplement, on the Business Day immediately preceding such Class A-3 Legal Final Payment Date, and (Ab) the lesser of (x) the amount by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals to be made from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement and any drawings to be made under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Class A-3 Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Class A-3 Legal Final Payment Date) and (y) an amount equal to the excess, if any, of (a) the Series 2004-1 Required Liquidity Amount on the earlier of (i) the date of the first occurrence of a Series 2004-1 Lease Interest Payment Deficit (other than any Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior

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to the fifth Business Day after the occurrence of such failure) and (ii) the Class A-3 Legal Final Payment Date over (b) the aggregate amount, as of the Class A-3 Legal Final Payment Date, of all withdrawals from the Series 2004-1 Reserve Account made since the date set forth in clause (2)(Ab)(y)(a) of this Section 2.05(b)(ii)(C)(Y) or to be made in respect of the Class A-3 Legal Final Payment Date pursuant to Section 2.03(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Class A-3 Legal Final Payment Date under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement; provided, however, that any such withdrawals from the Series 2004-1 Reserve Account and/or drawings made under the Series 2004-1 Letters of Credit on account of a Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(D) in the case of the Class A-4 Legal Final Payment Date:

(X) the Series 2004-1 Non-Ford Letters of Credit, if any, to the extent that on the Class A-4 Notes Legal Final Payment Date there exists a Series 2004-1 Lease Principal Payment Deficit in an amount equal to the lesser of:

(1) the Series 2004-1 Lease Principal Payment Deficit; and

(2) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount (after giving effect to any drawings on the Series 2004-1 Non-Ford Letters of Credit on the Class A-4 Legal Final Payment Date pursuant to Section 2.03(e)(X) of this Series Supplement).

(Y) the Series 2004-1 Ford Letters of Credit, if any, in an amount equal to the lesser of:

(1)           the Series 2004-1 Ford Letter of Credit Liquidity Amount (after giving effect to any draws to be made on the Series 2004-1 Ford         Letters of Credit on the Class A-4 Notes Legal Final Payment Date pursuant to Section 2.3(e)(Y) of this Series Supplement), and

(2) the sum of (Aa) the amount by which the Principal Deficit Amount on the Class A-4 Legal Final Payment Date exceeds the sum of the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(b)(i) of this Series Supplement and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to clause (X) above, each on such Class A-4 Legal Final Payment Date, and the amounts to be drawn on the Series 2004-1 Non-Ford Letters of Credit pursuant to Section 2.12(d) of this Series

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Supplement, on the Business Day immediately preceding such Class A-4 Legal Final Payment Date, and (Ab) an amount equal to the excess, if any, of (x) the Series 2004-1 Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2004-1 Lease Interest Payment Deficit (other than any Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or any other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (ii) the Class A-4 Legal Final Payment Date over (y) the aggregate amount, as of the Class A-4 Legal Final Payment Date, of all withdrawals from the Series 2004-1 Reserve Account made since the date set forth in clause (2)(Ab)(x) of this Section 2.05(b)(ii)(D)(Y) or to be made in respect of the Class A-4 Legal Final Payment Date pursuant to Section 2.03(d)(i) of this Series Supplement and all drawings made since such date or to be made in respect of the Class A-4 Legal Final Payment Date under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement; provided, however, that any such withdrawals from the Series 2004-1 Reserve Account and/or drawings made under the Series 2004-1 Letters of Credit on account of a Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (y);

Upon receipt of a notice by the Trustee from the Administrator in respect of a Principal Deficit Amount on or prior to 10:30 a.m. (New York City time) on a Payment Date, the Trustee shall, by 12:00 p.m. (New York City time) on such Payment Date draw an amount as set forth in such notice equal to the applicable amount set forth above on:

(X) the Series 2004-1 Non-Ford Letters of Credit by presenting to each Series 2004-1 Non-Ford Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand and shall cause the LOC Credit Disbursements to be deposited in the Series 2004-1 Distribution Account on such Payment Date; provided, however, that if the Series 2004-1 Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2004-1 Non-Ford Cash Collateral Account and deposit in the Series 2004-1 Distribution Account an amount equal to the lesser of (x) the Series 2004-1 Non-Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Series 2004-1 Available Non-Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Series 2004-1 Non-Ford Letters of Credit.

(Y) the Series 2004-1 Ford Letters of Credit by presenting to each Series 2004-1 Ford Letter of Credit Provider a draft accompanied by a Certificate of Credit Demand and shall cause the LOC Credit Disbursements to be deposited in the Series 2004-1 Distribution Account on such Payment Date; provided, however, that if the Series 2004-1 Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the

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Series 2004-1 Ford Cash Collateral Account and deposit in the Series 2004-1 Distribution Account an amount equal to the lesser of (x) the Series 2004-1 Ford Cash Collateral Percentage on such Payment Date of the amount set forth in the notice provided to the Trustee by the Administrator and (y) the Series 2004-1 Available Ford Cash Collateral Account Amount on such Payment Date and draw an amount equal to the remainder of such amount on the Series 2004-1 Ford Letters of Credit.

(iii) Demand on Insurance Policy.  If the sum of the Series 2004-1 Letter of Credit Amount and the Series 2004-1 Available Reserve Account Amount on any Payment Date on which the Principal Deficit Amount will be greater than zero will be less than such Principal Deficit Amount, the Trustee shall make a demand on the Insurance Policy by 12:00 noon (New York City time) on the second Business Day preceding such Payment Date in an amount equal to the Insured Principal Deficit Amount and shall cause the proceeds thereof to be deposited in the Series 2004-1 Distribution Account.

(c)  Legal Final Payment Dates.  The Class A-1 Principal Amount and the Class A-2 Principal Amount shall be due and payable on the Three-Year Notes Legal Final Payment Date.  If the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(a) of this Series Supplement with respect to the Three-Year Notes Legal Final Payment Date together with any amounts to be deposited therein in accordance Section 2.05(b) of this Series Supplement on the Three-Year Notes Legal Final Payment Date is less than the sum of the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount on the Three-Year Notes Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Three-Year Notes Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Series 2004-1 Reserve Account, an amount equal to the least of (i) the Series 2004-1 Available Reserve Account Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement), (ii) the amount by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement and any drawings under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Three-Year Notes Legal Final Payment Date) and (iii) such insufficiency and deposit it in the Series 2004-1 Distribution Account on the Three-Year Notes Legal Final Payment Date.  The Trustee shall withdraw such amount from the Series 2004-1 Reserve Account and deposit such amount in the Series 2004-1 Distribution Account on or prior to the Three-Year Notes Legal Final Payment Date.  The Class A-3 Principal Amount shall be due and payable on the Class A-3 Legal Final Payment Date.  If the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(a) of this Series Supplement with respect to the Class A-3 Legal Final Payment Date

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together with any amounts to be deposited therein in accordance Section 2.05(b) of this Series Supplement on the Class A-3 Legal Final Payment Date is less than the Class A-3 Outstanding Principal Amount on the Class A-3 Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Class A-3 Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Series 2004-1 Reserve Account, an amount equal to the least of (i) the Series 2004-1 Available Reserve Account Amount, (after giving effect to any withdrawals from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement), (ii) the amount by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement and any drawings under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Class A-3 Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Class A-3 Legal Final Payment Date) and (iii) such insufficiency and deposit it in the Series 2004-1 Distribution Account on the Class A-3 Legal Final Payment Date.  The Trustee shall withdraw such amount from the Series 2004-1 Reserve Account and deposit such amount in the Series 2004-1 Distribution Account on or prior to the Class A-3 Legal Final Payment Date.  The Class A-4 Principal Amount shall be due and payable on the Class A-4 Legal Final Payment Date.  If the amount to be deposited in the Series 2004-1 Distribution Account in accordance with Section 2.05(a) of this Series Supplement with respect to the Class A-4 Legal Final Payment Date together with any amounts to be deposited therein in accordance Section 2.05(b) of this Series Supplement on the Class A-4 Legal Final Payment Date is less than the Class A-4 Outstanding Principal Amount on the Class A-4 Legal Final Payment Date, prior to 10:00 a.m. (New York City time) on the second Business Day prior to the Class A-4 Legal Final Payment Date, the Administrator shall instruct the Trustee to withdraw from the Series 2004-1 Reserve Account, an amount equal to the lesser of the Series 2004-1 Available Reserve Account Amount (after giving effect to any withdrawals from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement) and such insufficiency and deposit it in the Series 2004-1 Distribution Account on the Class A-4 Legal Final Payment Date.  The Trustee shall withdraw such amount from the Series 2004-1 Reserve Account and deposit such amount in the Series 2004-1 Distribution Account on or prior to the Class A-4 Legal Final Payment Date.  If, after giving effect to any such deposits into the Series 2004-1 Distribution Account, the amount to be deposited in the Series 2004-1 Distribution Account with respect to the Three-Year Notes Legal Final Payment Date, the Class A-3 Legal Final Payment Date or the Class A-4 Legal Final Payment Date, as the case may be, is or will be less than the sum of the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount or the Class A-4 Outstanding Principal Amount, as the case may be, the Administrator shall instruct the Trustee in writing to make a demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date and, upon receipt of such notice, the Trustee shall make a

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demand on the Insurance Policy on the second Business Day preceding such Legal Final Payment Date in an amount equal to such insufficiency in accordance with the terms thereof and shall cause the proceeds thereof to be deposited in the Series 2004-1 Distribution Account.

(d)  Distribution.  On each Payment Date occurring on or after the date a withdrawal is made pursuant to Section 2.05(a) of this Series Supplement, the Trustee shall, in accordance with Section 6.01 of the Base Indenture, pay (i) first, to the Series 2004-1 Noteholders of each Class of Series 2004-1 Notes the amount deposited in the Series 2004-1 Distribution Account for the payment of principal of such Class of Series 2004-1 Notes pursuant to Section 2.05(a) of this Series Supplement and any amounts deposited in the Series 2004-1 Distribution Account for the payment of principal of such Class of Series 2004-1 Notes pursuant to Section 2.05(b) of this Series Supplement and, to the extent necessary to pay the Class A-1 Outstanding Principal Amount and the Class A-2 Outstanding Principal Amount on the Three-Year Notes Legal Final Payment Date, the Class A-3 Outstanding Principal Amount on the Class A-3 Legal Final Payment or the Class A-4 Outstanding Principal Amount on the Class A-4 Legal Final Payment Date, amounts deposited in the Series 2004-1 Distribution Account pursuant to Section 2.05(c) of this Series Supplement and (ii) second, once the Series 2004-1 Notes have been paid in full, to Ford the amounts deposited in the Series 2004-1 Distribution Account for the payment of all unpaid Ford Reimbursement Obligations pursuant to Section 2.05(a) of this Series Supplement.

SECTION 2.06.  The Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment.  If the Administrator fails to give notice or instructions to make any payment from or deposit into the Collection Account or any Series 2004-1 Series Account required to be given by the Administrator, at the time specified in the Administration Agreement or any other Related Document (including applicable grace periods), the Trustee shall make such payment or deposit into or from the Collection Account or such Series 2004-1 Series Account without such notice or instruction from the Administrator, provided that the Administrator or, in the case of any payment from a Series 2004-1 Series Account, the Insurer, upon request of the Trustee or the Insurer, promptly provides the Trustee with all information necessary to allow the Trustee to make such a payment or deposit.  When any payment or deposit hereunder or under any other Related Document is required to be made by the Trustee at or prior to a specified time, the Administrator shall deliver any applicable written instructions with respect thereto reasonably in advance of such specified time.  If the Administrator fails to give instructions to draw on the Series 2004-1 Letters of Credit required to be given by the Administrator, at the time specified in this Series Supplement, the Trustee shall draw on the Series 2004-1 Letters of Credit without such instruction from the Administrator, provided that the Administrator or the Insurer, upon request of the Trustee or the Insurer, promptly provides the Trustee with all information necessary to allow the Trustee to draw on the Series 2004-1 Letters of Credit.

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SECTION 2.07.  Reserve Account.  (a)  Establishment of Series 2004-1 Reserve Account.  HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford an account (the “Series 2004-1 Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford.  The Series 2004-1 Reserve Account shall be an Eligible Deposit Account.  If the Series 2004-1 Reserve Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2004-1 Reserve Account is no longer an Eligible Deposit Account, establish a new Series 2004-1 Reserve Account that is an Eligible Deposit Account.  If a new Series 2004-1 Reserve Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2004-1 Reserve Account into the new Series 2004-1 Reserve Account.  Initially, the Series 2004-1 Reserve Account will be established with the Trustee.

(b)  Administration of the Series 2004-1 Reserve Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining the Series 2004-1 Reserve Account to invest funds on deposit in the Series 2004-1 Reserve Account from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received, unless any Permitted Investment held in the Series 2004-1 Reserve Account is held with the Trustee, then such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2004-1 Reserve Account shall remain uninvested.

(c)  Earnings from Series 2004-1 Reserve Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2004-1 Reserve Account shall be deemed to be on deposit therein and available for distribution.

(d)  Series 2004-1 Reserve Account Constitutes Additional Collateral for Series 2004-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Reserve Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2004-1 Reserve Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time

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to time with monies in the Series 2004-1 Reserve Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2004-1 Reserve Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2004-1 Reserve Account Collateral”).

(e)  Series 2004-1 Reserve Account Surplus.  In the event that the Series 2004-1 Reserve Account Surplus on any Payment Date is greater than zero, the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall withdraw from the Series 2004-1 Reserve Account an amount equal to the Series 2004-1 Reserve Account Surplus and (i) pay to Ford the lesser of (x) such Series 2004-1 Reserve Account Surplus and (y) all unpaid Ford Reimbursement Obligations and (ii) for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such payment, the Fleet Equity Condition would be satisfied, pay to HVF any portion of such Series 2004-1 Reserve Account Surplus remaining after any required payment pursuant to clause (i) above.

(f)  Termination of Series 2004-1 Reserve Account.  On or after the date on which the Series 2004-1 Notes are fully paid, the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due, and Ford has been paid all Ford Reimbursement Obligations, the Trustee, acting in accordance with the written instructions of the Administrator, for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, shall withdraw from the Series 2004-1 Reserve Account all amounts on deposit therein for payment to HVF.

SECTION 2.08.  Series 2004-1 Letters of Credit and Series 2004-1 Cash Collateral Account.  (a)  (I) Series 2004-1 Ford Cash Collateral Account Constitutes Additional Collateral for Series 2004-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the Series 2004-1 Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2004-1 Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2004-1 Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments

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and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2004-1 Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2004-1 Ford Cash Collateral Account Collateral”).

(II)           Series 2004-1 Non-Ford Cash Collateral Account Constitutes Additional Collateral for Series 2004-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford, all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Non-Ford Cash Collateral Account, including any security entitlement thereto; (ii) all funds on deposit in the 2004-1 Non-Ford Cash Collateral Account from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2004-1 Non-Ford Cash Collateral Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2004-1 Non-Ford Cash Collateral Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2004-1 Non-Ford Cash Collateral Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2004-1 Non-Ford Cash Collateral Account Collateral”).

(b)  Series 2004-1 Letter of Credit Expiration Date.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Series 2004-1 Letter of Credit Expiration Date with respect to any Series 2004-1 Letter of Credit, excluding the amount available to be drawn under such Series 2004-1 Letter of Credit but taking into account each substitute Series 2004-1 Letter of Credit which has been obtained from a Series 2004-1 Eligible Letter of Credit Provider, and is in full force and effect on such date, (i) the Series 2004-1 Enhancement Amount would be equal to or greater than the Series 2004-1 Required Enhancement Amount, (ii) the Series 2004-1 Liquidity Amount would be equal to or greater than the Series 2004-1 Required Liquidity Amount, and (iii) if the expiring Series 2004-1 Letter of Credit is a Series 2004-1 Non-Ford Letter of Credit, the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount would be equal to or greater than the Series 2004-1 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Series 2004-1 Letter of Credit Expiration Date of such determination.  If prior to the date which is sixteen (16) Business Days prior to the then scheduled Series 2004-1 Letter of

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Credit Expiration Date with respect to any Series 2004-1 Letter of Credit, excluding such Series 2004-1 Letter of Credit but taking into account any substitute Series 2004-1 Letter of Credit which has been obtained from a Series 2004-1 Eligible Letter of Credit Provider and is in full force and effect on such date, (i) the Series 2004-1 Enhancement Amount would be less than the Series 2004-1 Required Enhancement Amount, (ii) the Series 2004-1 Liquidity Amount would be less than the Series 2004-1 Required Liquidity Amount or (iii) if the expiring Series 2004-1 Letter of Credit is a Series 2004-1 Non-Ford Letter of Credit, the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount would be less than the Series 2004-1 Demand Note Payment Amount, then the Administrator shall notify the Trustee and the Insurer in writing no later than fifteen (15) Business Days prior to such Series 2004-1 Letter of Credit Expiration Date of (x) the greatest of (A) the excess, if any, of the Series 2004-1 Required Enhancement Amount over the Series 2004-1 Enhancement Amount, excluding such Series 2004-1 Letter of Credit but taking into account any substitute Series 2004-1 Letter of Credit which has been obtained from a Series 2004-1 Eligible Letter of Credit Provider, and is in full force and effect on such date, (B) the excess, if any, of the Series 2004-1 Required Liquidity Amount over the Series 2004-1 Liquidity Amount, excluding such Series 2004-1 Letter of Credit but taking into account each substitute Series 2004-1 Letter of Credit which has been obtained from a Series 2004-1 Eligible Letter of Credit Provider, as applicable, and is in full force and effect on such date and (C) if the expiring Series 2004-1 Letter of Credit is a Series 2004-1 Non-Ford Letter of Credit, the excess, if any, of the Series 2004-1 Demand Note Payment Amount over the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount, excluding such Series 2004-1 Non-Ford Letter of Credit but taking into account each substitute Series 2004-1 Non-Ford Letter of Credit which has been obtained from a Series 2004-1 Eligible Letter of Credit Provider and is in full force and effect on such date, and (y) the amount available to be drawn on such expiring Series 2004-1 Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by 1:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 1:00 p.m. (New York City time) on the next following Business Day), draw the lesser of the amounts set forth in clauses (x) and (y) above on such Series 2004-1 Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the LOC Termination Disbursement to be deposited in the Series 2004-1 Non-Ford Cash Collateral Account, in the case of a LOC Termination Disbursement under a Series 2004-1 Non-Ford Letter of Credit, and the Series 2004-1 Ford Cash Collateral Account, in the case of a LOC Termination Disbursement under a Series 2004-1 Ford Letter of Credit.  If the Trustee does not receive the notice from the Administrator described above on or prior to the date that is fifteen (15) Business Days prior to each Series 2004-1 Letter of Credit Expiration Date, the Trustee shall, by 1:00 p.m. (New York City time) on such Business Day draw the full amount of such Series 2004-1 Letter of Credit by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the LOC Termination Disbursements to be deposited in the applicable Series 2004-1 Cash Collateral Account.

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(c)  Series 2004-1 Letter of Credit Providers.  The Administrator shall notify the Trustee and the Insurer in writing within one Business Day of becoming aware that the short-term debt credit rating of any Series 2004-1 Letter of Credit Provider has fallen below “A-1” as determined by Standard & Poor’s or “P-1” as determined by Moody’s or the long-term debt credit rating of any Series 2004-1 Letter of Credit Provider has fallen below “A+” as determined by Standard & Poor’s or “A1” as determined by Moody’s (with respect to any Series 2004-1 Letter of Credit Provider, a “Downgrade Event”).  On the thirtieth (30th) day after the occurrence of a Downgrade Event with respect to any Series 2004-1 Letter of Credit Provider, the Administrator shall notify the Trustee and the Insurer in writing on such date of (i) the greatest of (A) the excess, if any, of the Series 2004-1 Required Enhancement Amount over the Series 2004-1 Enhancement Amount, excluding the available amount under the Series 2004-1 Letter of Credit issued by such Series 2004-1 Letter of Credit Provider, on such date, (B) the excess, if any, of the Series 2004-1 Required Liquidity Amount over the Series 2004-1 Liquidity Amount, excluding the available amount under such Series 2004-1 Letter of Credit, on such date, and (C) if the Downgrade Event affects a Series 2004-1 Non-Ford Letter of Credit, the excess, if any, of the Series 2004-1 Demand Note Payment Amount over the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount, excluding the available amount under such Series 2004-1 Non-Ford Letter of Credit, on such date, and (ii) the amount available to be drawn on such Series 2004-1 Letter of Credit on such date.  Upon receipt of such notice by the Trustee on or prior to 10:00 a.m. (New York City time) on any Business Day, the Trustee shall, by 1:00 p.m. (New York City time) on such Business Day (or, in the case of any notice given to the Trustee after 10:00 a.m. (New York City time), by 1:00 p.m. (New York City time) on the next following Business Day), draw on such Series 2004-1 Letter of Credit in an amount equal to the lesser of the amount in clause (i) or clause (ii) of the immediately preceding sentence on such Business Day by presenting a draft accompanied by a Certificate of Termination Demand and shall cause the LOC Termination Disbursement to be deposited in a Series 2004-1 Non-Ford Cash Collateral Account, in the case of a LOC Termination Disbursement under a Series 2004-1 Non-Ford Letter of Credit, and the Series 2004-1 Ford Cash Collateral Account, in the case of a LOC Termination Disbursement under a Series 2004-1 Ford Letter of Credit.

(d)  Preference Amount Demands on the Series 2004-1 Non-Ford Letters of Credit.  If the Insurer notifies the Trustee in writing that the Insurer shall have made a payment under the Insurance Policy in respect of a Preference Amount, subject to the satisfaction of the conditions set forth in the next succeeding sentence, the Trustee shall draw an amount equal to the lesser of (i) such Preference Amount and (ii) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount on the Series 2004-1 Non-Ford Letters of Credit by presenting to each Series 2004-1 Non-Ford Letter of Credit Provider (with a copy to the Insurer) a draft accompanied by a Certificate of Preference Payment Demand and shall cause the LOC Preference Payment Disbursements to be paid to the Insurer; provided, however, that if the Series 2004-1 Non-Ford Cash Collateral Account has been established and funded, the Trustee shall draw an amount equal to the

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product of (a) 100% minus the Series 2004-1 Non-Ford Cash Collateral Percentage and (b) the lesser of the amounts referred to in clause (i) and (ii) on such Business Day on the Series 2004-1 Non-Ford Letters of Credit as calculated by the Administrator, at the request of the Trustee, and provided in writing to the Trustee and the Insurer.  Prior to any draw on the Series 2004-1 Non-Ford Letters of Credit or withdrawal from the Series 2004-1 Non-Ford Cash Collateral Account pursuant to this Section 2.08(d), the Trustee shall have received a certified copy of the order requiring the return of such Preference Amount.

(e)  (I) Reductions in Stated Amounts of the Series 2004-1 Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-1-1, requesting a reduction in the stated amount of any Series 2004-1 Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Series 2004-1 Ford Letter of Credit Provider who issued such Series 2004-1 Ford Letter of Credit, with a copy to Ford, a Notice of Reduction requesting a reduction in the stated amount of such Series 2004-1 Ford 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, after giving effect to the requested reduction in the stated amount of such Series 2004-1 Ford Letter of Credit, (i) the Series 2004-1 Enhancement Amount will equal or exceed the Series 2004-1 Required Enhancement Amount, (ii) the Series 2004-1 Liquidity Amount will equal or exceed the Series 2004-1 Required Liquidity Amount and (iii) the Series 2004-1 Letter of Credit Liquidity Amount will equal or exceed the Series 2004-1 Demand Note Payment Amount.  If the Trustee receives a written notice from Ford, substantially in the form of Exhibit D-1-2, requesting the replacement of any Series 2004-1 Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice and upon receipt of a substitute Series 2004-1 Ford Letter of Credit having a stated amount equal to the available amount of the Series 2004-1 Ford Letter of Credit being replaced issued by a Series 2004-1 Eligible Ford Letter of Credit Provider deliver to the Series 2004-1 Letter of Credit Provider who issued the Series 2004-1 Ford Letter of Credit being replaced a written notice in the form provided in such Series 2004-1 Ford Letter of Credit confirming cancellation of such Series 2004-1 Ford Letter of Credit and shall deliver such cancelled Series 2004-1 Ford Letter of Credit to such Series 2004-1 Letter of Credit Provider as soon as practicable.

(II)           Reductions in Stated Amounts of the Series 2004-1 Non-Ford Letters of Credit.  If the Trustee receives a written notice from the Lessee, substantially in the form of Exhibit D-1-1, requesting a reduction in the stated amount of any Series 2004-1 Non-Ford Letter of Credit, the Trustee shall within two Business Days of the receipt of such notice deliver to the Series 2004-1 Non-Ford Letter of Credit Provider who issued such Series 2004-1 Non-Ford Letter of Credit a Notice of Reduction requesting a reduction in the stated amount of such Series 2004-1 Non-Ford 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, after giving effect to the requested reduction in the stated amount of such Series 2004-1 Non-Ford Letter of Credit, (i) the Series 2004-1

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Enhancement Amount will equal or exceed the Series 2004-1 Required Enhancement Amount, (ii) the Series 2004-1 Adjusted Liquidity Amount will equal or exceed the Series 2004-1 Required Liquidity Amount, and (iii) the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount will equal or exceed the Series 2004-1 Demand Note Payment Amount.

(f)  (I) Draws on the Series 2004-1 Ford Letters of Credit.  If there is more than one Series 2004-1 Ford Letter of Credit on the date of any draw on the Series 2004-1 Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.08(b) and (c) with this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Series 2004-1 Ford Letter of Credit in an amount equal to the Pro Rata Share of the Series 2004-1 Ford Letter of Credit Provider issuing such Series 2004-1 Ford Letter of Credit of the amount of such draw on the Series 2004-1 Ford Letters of Credit.

(II)           Draws on the Series 2004-1 Non-Ford Letters of Credit.  If there is more than one Series 2004-1 Non-Ford Letter of Credit on the date of any draw on the Series 2004-1 Non-Ford Letters of Credit pursuant to the terms of this Series Supplement (other than pursuant to Sections 2.08(b) and (c) of this Series Supplement), the Administrator shall instruct the Trustee, in writing, to draw on each Series 2004-1 Non-Ford Letter of Credit in an amount equal to the Pro Rata Share of the Series 2004-1 Non-Ford Letter of Credit Provider issuing such Series 2004-1 Non-Ford Letter of Credit of the amount of such draw on the Series 2004-1 Non-Ford Letters of Credit.

(g)  (I) Establishment of Series 2004-1 Ford Cash Collateral Account.  On or prior to the date of any drawing under a Series 2004-1 Ford Letter of Credit pursuant to Section 2.08(b) or (c) of this Series Supplement, HVF shall establish and maintain in the name of the Trustee for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford, an account (the “Series 2004-1 Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford.  The Series 2004-1 Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Series 2004-1 Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2004-1 Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Series 2004-1 Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Series 2004-1 Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2004-1 Ford Cash Collateral Account into the new Series 2004-1 Ford Cash Collateral Account.

(II)           Establishment of Series 2004-1 Non-Ford Cash Collateral Account.  On or prior to the date of any drawing under a Series 2004-1 Non-Ford Letter of Credit pursuant to Section 2.08(b) or (c) of this Series Supplement, HVF shall

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establish and maintain in the name of the Trustee for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford, an account (the “Series 2004-1 Non-Ford Cash Collateral Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-1 Noteholders, the Insurer and Ford.  The Series 2004-1 Non-Ford Cash Collateral Account shall be an Eligible Deposit Account.  If the Series 2004-1 Non-Ford Cash Collateral Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2004-1 Non-Ford Cash Collateral Account is no longer an Eligible Deposit Account, establish a new Series 2004-1 Non-Ford Cash Collateral Account that is an Eligible Deposit Account.  If a new Series 2004-1 Non-Ford Cash Collateral Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2004-1 Non-Ford Cash Collateral Account into the new Series 2004-1 Non-Ford Cash Collateral Account.

(h)  Administration of the Series 2004-1 Cash Collateral Account.  HVF may instruct (by standing instructions or otherwise) the institution maintaining a Series 2004-1 Cash Collateral Account to invest funds on deposit in such Series 2004-1 Cash Collateral Account from time to time in Permitted Investments.  Any investment of funds on deposit in a Series 2004-1 Cash Collateral Account shall mature not later than the Business Day prior to the first Payment Date following the date on which such funds were received, unless any Permitted Investment held in a Series 2004-1 Cash Collateral Account is held with the Trustee, in which case such investment may mature on such Payment Date so long as such funds shall be available for withdrawal on or prior to such Payment Date.  HVF shall not direct the Trustee to dispose of (or permit the disposal of) any Permitted Investments prior to the maturity thereof to the extent such disposal would result in a loss of the initial purchase price of such Permitted Investment.  In the absence of written investment instructions hereunder, funds on deposit in a Series 2004-1 Cash Collateral Account shall remain uninvested.

(i)  Earnings from Series 2004-1 Cash Collateral Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2004-1 Cash Collateral Account shall be deemed to be on deposit therein and available for distribution.

(j)  Series 2004-1 Cash Collateral Account Surplus.  (X) In the event that the Series 2004-1 Cash Collateral Account Surplus on any Payment Date is greater than zero, the Administrator may direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator (with a copy to the Insurer), shall, subject to the limitations set forth in this Section 2.08(j)(X), withdraw the amount specified by the Administrator from the Series 2004-1 Cash Collateral Account specified by the Administrator and apply such amount in accordance with the terms of this Section 2.08(j)(X).  The amount of any such withdrawal from the Series 2004-1 Ford Cash Collateral Account shall be limited to the lesser of (a) the Series 2004-1 Available Ford Cash Collateral Account Amount on such Payment Date and (b) the Series 2004-1 Cash

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Collateral Account Surplus (after giving effect to any withdrawal from the Series 2004-1 Non-Ford Cash Collateral Account) on such Payment Date.  The amount of any such withdrawal from the Series 2004-1 Non-Ford Cash Collateral Account shall be limited to the least of (a) the Series 2004-1 Available Non-Ford Cash Collateral Account Amount on such Payment Date, (b) the Series 2004-1 Cash Collateral Account Surplus (after giving effect to any withdrawal from the Series 2004-1 Ford Cash Collateral Account) on such Payment Date and (c) the excess, if any, of the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount on such Payment Date over the Series 2004-1 Demand Note Payment Amount on such Payment Date.  Any amounts withdrawn from the Series 2004-1 Ford Cash Collateral Account pursuant to this Section 2.08(j)(X) shall be paid to Ford.  Any amounts withdrawn from the Series 2004-1 Non-Ford Cash Collateral Account shall be paid:  first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, the lesser of the amount withdrawn from the Series 2004-1 Non-Ford Cash Collateral Account and the amount of such unpaid Ford Reimbursement Obligations, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to the Series 2004-1 Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Disbursements due and owing to such Series 2004-1 Non-Ford Letter of Credit Providers in respect of the Series 2004-1 Non-Ford Letters of Credit, for application in accordance with the provisions of the respective Series 2004-1 Non-Ford Letter of Credit Reimbursement Agreement, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.  (Y) Irrespective of whether there is a Series 2004-1 Cash Collateral Account Surplus, in the event that the Series 2004-1 Ford Cash Collateral Account has been established pursuant to Section 2.08(g)(I) of this Series Supplement, the proceeds of one or more LOC Termination Disbursements have been deposited therein pursuant to Section 2.08(b) or Section 2.08(c) of this Series Supplement and Ford delivers to the Trustee a Series 2004-1 Ford Letter of Credit from a Series 2004-1 Eligible Letter of Credit Provider the Administrator shall direct the Trustee to, and the Trustee, acting in accordance with the written instructions of the Administrator shall withdraw from the Series 2004-1 Ford Cash Collateral Account an amount equal to the stated amount of such Series 2004-1 Ford Letter of Credit and pay such amount to Ford.

(k)  Termination of Series 2004-1 Cash Collateral Accounts.  (X)  Upon the earlier of the termination of this Series Supplement in accordance with Section 6.13 of this Series Supplement and the Class A-4 Legal Final Payment Date, the Trustee, acting in accordance with the written instructions of the Administrator, shall withdraw from the Series 2004-1 Ford Cash Collateral Account and (i) pay to Ford an amount equal to the lesser of (x) the Series 2004-1 Available Ford Cash Collateral Account Amount and (y) the excess, if any, of (A) the aggregate amount of LOC Termination Disbursements deposited into the Series 2004-1 Ford Cash Collateral Account pursuant to Section 2.08(b) or Section 2.08(c) of this Series Supplement over (B) the aggregate amount withdrawn from the Series 2004-1 Ford Cash Collateral Account pursuant to

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Section 2.03(e)(Y) or Section 2.05(b)(ii) of this Series Supplement that has not be reimbursed by HVF in accordance with Section 2.13 of this Series Supplement on or prior to such date, (ii) pay to Ford, an amount equal to the lesser of (x) the amount of unpaid Ford Reimbursement Obligations due and owing to Ford and (y) the excess, if any, of the Series 2004-1 Available Ford Cash Collateral Account Amount over the amount paid to Ford pursuant to clause (i) above and (iii) pay to HVF, any funds remaining in the Series 2004-1 Ford Cash Collateral Account.

(Y)  Upon the termination of this Series Supplement in accordance with its terms, the Trustee, acting in accordance with the written instructions of the Administrator, after the prior payment of all amounts due and owing to the Series 2004-1 Noteholders, the Insurer and Ford and payable from the Series 2004-1 Non-Ford Cash Collateral Account as provided herein, shall withdraw from such Series 2004-1 Non-Ford Cash Collateral Account all amounts on deposit therein (to the extent not withdrawn pursuant to Section 2.08(d) above) and shall pay such amounts, first, to Ford to the extent that there are unpaid Ford Reimbursement Obligations due and owing to Ford, second, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, pro rata to the Series 2004-1 Non-Ford Letter of Credit Providers, to the extent that there are unreimbursed Disbursements due and owing to such Series 2004-1 Non-Ford Letter of Credit Providers, for application in accordance with the provisions of the respective Series 2004-1 Non-Ford Letters of Credit, and third, only for so long as the Ford LOC Exposure Amount is greater than zero, solely to the extent that after giving effect to any such withdrawal, the Fleet Equity Condition would be satisfied, to HVF any remaining amounts.

SECTION 2.09.  Series 2004-1 Distribution Account.  (a)  Establishment of Series 2004-1 Distribution Account.  The Trustee shall establish and maintain in the name of the Trustee for the benefit of the Series 2004-1 Noteholders and Ford an account (the “Series 2004-1 Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 2004-1 Noteholders and Ford.  The Series 2004-1 Distribution Account shall be an Eligible Deposit Account.  If the Series 2004-1 Distribution Account is at any time no longer an Eligible Deposit Account, HVF shall, within 10 Business Days of obtaining knowledge that the Series 2004-1 Distribution Account is no longer an Eligible Deposit Account, establish a new Series 2004-1 Distribution Account that is an Eligible Deposit Account.  If a new Series 2004-1 Distribution Account is established, HVF shall instruct the Trustee in writing to transfer all cash and investments from the non-qualifying Series 2004-1 Distribution Account into the new Series 2004-1 Distribution Account.  Initially, the Series 2004-1 Distribution Account will be established with the Trustee.

(b)  Administration of the Series 2004-1 Distribution Account.  The Administrator may instruct the institution maintaining the Series 2004-1 Distribution Account in writing to invest funds on deposit in the Series 2004-1 Distribution Account

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from time to time in Permitted Investments; provided, however, that any such investment shall mature not later than the Business Day prior to the Payment Date following the date on which such funds were received, unless any Permitted Investment held in the Series 2004-1 Distribution Account is held with the Trustee, then such investment may mature on such Payment Date and such funds shall be available for withdrawal on or prior to such Payment Date.  All such Permitted Investments will be credited to the Series 2004-1 Distribution Account.  In the absence of written investment instructions hereunder, funds on deposit in the Series 2004-1 Distribution Account shall remain uninvested.

(c)  Earnings from Series 2004-1 Distribution Account.  All interest and earnings (net of losses and investment expenses) paid on funds on deposit in the Series 2004-1 Distribution Account shall be deemed to be on deposit and available for distribution.

(d)  Series 2004-1 Distribution Account Constitutes Additional Collateral for Series 2004-1 Notes.  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders and Ford all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Distribution Account, including any security entitlement thereto; (ii) all funds on deposit therein from time to time; (iii) all certificates and instruments, if any, representing or evidencing any or all of the Series 2004-1 Distribution Account or the funds on deposit therein from time to time; (iv) all investments made at any time and from time to time with monies in the Series 2004-1 Distribution Account, whether constituting securities, instruments, general intangibles, investment property, financial assets or other property; (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for the Series 2004-1 Distribution Account, the funds on deposit therein from time to time or the investments made with such funds; and (vi) all proceeds of any and all of the foregoing, including, without limitation, cash (the items in the foregoing clauses (i) through (vi) are referred to, collectively, as the “Series 2004-1 Distribution Account Collateral”).

SECTION 2.10.  Trustee as Securities Intermediary.  (a)  The Trustee or other Person holding the Series 2004-1 Collection Account, the Series 2004-1 Excess Collection Account, the Series 2004-1 Accrued Interest Account, the Series 2004-1 Reserve Account, the Series 2004-1 Cash Collateral Account, or the Series 2004-1 Distribution Account (each a “Series 2004-1 Designated Account”) shall be the “Securities Intermediary”.  If the Securities Intermediary in respect of any Series 2004-1 Designated Account is not the Trustee, HVF shall obtain the express agreement of such Person to the obligations of the Securities Intermediary set forth in this Section 2.10.

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(b)  The Securities Intermediary agrees that:

(i) The Series 2004-1 Designated Accounts are accounts to which “financial assets” within the meaning of Section 8-102(a)(9) (“Financial Assets”) of the UCC in effect in the State of New York (the “New York UCC”) will be credited;

(ii) All securities or other property underlying any Financial Assets credited to any Series 2004-1 Designated Account shall be registered in the name of the Securities Intermediary, indorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any Financial Asset credited to any Series 2004-1 Designated Account be registered in the name of HVF, payable to the order of HVF or specially endorsed to HVF;

(iii) All property delivered to the Securities Intermediary pursuant to this Series Supplement will be promptly credited to the appropriate Series 2004-1 Designated Account;

(iv) Each item of property (whether investment property, security, instrument or cash) credited to a Series 2004-1 Designated Account shall be treated as a Financial Asset;

(v) If at any time the Securities Intermediary shall receive any order from the Trustee directing transfer or redemption of any Financial Asset relating to the Series 2004-1 Designated Accounts, the Securities Intermediary shall comply with such entitlement order without further consent by HVF or the Administrator;

(vi) The Series 2004-1 Designated Accounts shall be governed by the laws of the State of New York, regardless of any provision of any other agreement.  For purposes of the UCC, New York shall be deemed to the Securities Intermediary’s jurisdiction and the Series 2004-1 Designated Accounts (as well as the “securities entitlements” (as defined in Section 8-102(a)(17) of the New York UCC) related thereto) shall be governed by the laws of the State of New York;

(vii) The Securities Intermediary has not entered into, and until termination of this Series Supplement, will not enter into, any agreement with any other Person relating to the Series 2004-1 Designated Accounts and/or any Financial Assets credited thereto pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the New York UCC) of such other Person and the Securities Intermediary has not entered into, and until the termination of this Series Supplement will not enter into, any agreement with HVF purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.10(b)(v) of this Series Supplement; and

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(viii) Except for the claims and interest of the Trustee and HVF in the Series 2004-1 Designated Accounts, the Securities Intermediary knows of no claim to, or interest, in the Series 2004-1 Designated Accounts or in any Financial Asset credited thereto.  If the Securities Intermediary has actual knowledge of the assertion by any other person of any lien, encumbrance, or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Series 2004-1 Designated Account or in any Financial Asset carried therein, the Securities Intermediary will promptly notify the Trustee, the Administrator and HVF thereof.

         (c)  The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Series 2004-1 Designated Accounts and in all proceeds thereof, and shall be the only person authorized to originate entitlement orders in respect of the Series 2004-1 Designated Accounts.

SECTION 2.11.  Series 2004-1 Interest Rate Hedges.  (a)  If One-Month LIBOR for any Series 2004-1 Interest Period exceeds 8.90% per annum, HVF shall acquire one or more interest rate caps or swaps, in form and substance acceptable to the Insurer (each a “Series 2004-1 Interest Rate Hedge”), from an Eligible Interest Rate Hedge Provider with funds available to it pursuant to Section 2.02(f) or 2.03(h)(v) of this Series Supplement on or prior to the first day of the next succeeding Series 2004-1 Interest Period.  The aggregate initial notional amount of all Series 2004-1 Interest Rate Hedges shall equal the Class A-1 Principal Amount on the first day of such next succeeding Series 2004-1 Interest Period, and, thereafter, the aggregate notional amount of all Series 2004-1 Interest Rate Hedges may be reduced pursuant to the related Series 2004-1 Interest Rate Hedge but shall not at any time be less than the Class A-1 Principal Amount.  The strike rate of each Series 2004-1 Interest Rate Hedge in the form of a cap shall not be greater than 9.90%.  The fixed rate of each Series 2004-1 Interest Rate Hedge in the form of a swap shall not be greater than 9.90%.  HVF shall satisfy the Series 2004-1 Rating Agency Condition in connection with its acquisition of any Series 2004-1 Interest Rate Hedge.

(b)  If, at any time, an Interest Rate Hedge Provider is not an Eligible Interest Rate Hedge Provider, then HVF shall cause such Interest Rate Hedge Provider within 30 days following such occurrence, at such Interest Rate Hedge Provider’s expense, to do either of the following (i) obtain a replacement interest rate cap or swap on the same terms as the Series 2004-1 Interest Rate Hedge to which such Interest Rate Hedge Provider is a party from an Eligible Interest Rate Hedge Provider and simultaneously with such replacement HVF shall terminate the Series 2004-1 Interest Rate Hedge being replaced or (ii) enter into any arrangement satisfactory to Standard & Poor’s and Moody’s and consented to by the Insurer, which consent, during any period when an Insurer Default is continuing, shall not be unreasonably withheld, which is sufficient to maintain or restore the immediately prior ratings of the Series 2004-1 Notes by Standard & Poor’s and Moody’s without giving effect to the Insurance Policy;

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provided, however, that no termination of a Series 2004-1 Interest Rate Hedge shall occur until HVF shall have entered into a replacement Series 2004-1 Interest Rate Hedge.

(c)  Each Series 2004-1 Interest Rate Hedge shall provide that if the Interest Rate Hedge Provider thereunder is required to take any of the actions described in clause (i) or (ii) of Section 2.11(b) of this Series Supplement and such action is not taken within 30 days, then such Interest Rate Hedge Provider shall be obligated, until a replacement Series 2004-1 Interest Rate Hedge is executed and in effect, to collateralize its obligations under such Series 2004-1 Interest Rate Hedge in an amount equal to the greatest of (i) the marked to market value of such Series 2004-1 Interest Rate Hedge, (ii) the next payment due from such Interest Rate Hedge Provider and (iii) 1% of the notional amount of such Series 2004-1 Interest Rate Hedge.

(d)  Each Series 2004-1 Interest Rate Hedge shall provide that if the long-term senior unsecured debt rating of the Interest Rate Hedge Provider providing such Series 2004-1 Interest Rate Hedge is withdrawn or falls below “A3” by Moody’s or “BBB-” by Standard & Poor’s, then HVF shall terminate such Series 2004-1 Interest Rate Hedge, provided, however, that such Series 2004-1 Interest Rate Hedge shall not be terminated until either:  (i) such Interest Rate Hedge Provider, at the expense of such Interest Rate Hedge Provider, has obtained a replacement Series 2004-1 Interest Rate Hedge on the same terms as the Series 2004-1 Interest Rate Hedge terminated from an Eligible Interest Rate Hedge Provider, or (ii) such Interest Rate Hedge Provider at its expense has entered into an arrangement satisfactory to Standard & Poor’s, Moody’s and the Insurer.  The Series 2004-1 Rating Agency Condition shall be satisfied in connection with the acquisition of any replacement Series 2004-1 Interest Rate Hedge.

(e)  To secure payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in, and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders and the Insurer, all of HVF’s right, title and interest, whether now or hereafter existing or acquired, in the Series 2004-1 Interest Rate Hedges and all proceeds thereof.  HVF shall require all proceeds of the Series 2004-1 Interest Rate Hedges to be paid to, and the Trustee shall deposit all proceeds of the Series 2004-1 Interest Rate Hedges into, the Series 2004-1 Collection Account.

SECTION 2.12.  Series 2004-1 Demand Note Constitutes Additional Collateral for Series 2004-1 Notes.  (a)  In order to secure and provide for the repayment and payment of the Note Obligations with respect to the Series 2004-1 Notes, HVF hereby grants a security interest in and assigns, pledges, grants, transfers and sets over to the Trustee, for the benefit of the Series 2004-1 Noteholders, the Insurer, and Ford all of HVF’s right, title and interest in and to the following (whether now or hereafter existing or acquired):  (i) the Series 2004-1 Demand Note; (ii) all certificates and instruments, if any, representing or evidencing the Series 2004-1 Demand Note; and (iii) all proceeds of any and all of the foregoing, including, without limitation, cash.  On the date hereof, HVF

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shall deliver to the Trustee, for the benefit of the Series 2004-1 Noteholders and the Insurer, the Series 2004-1 Demand Note, endorsed in blank.  The Trustee, for the benefit of the Series 2004-1 Noteholders and the Insurer, shall be the only Person authorized to make a demand for payment on the Series 2004-1 Demand Note.

(b)  Other than pursuant to a payment made upon a demand thereon by the Trustee, HVF shall not reduce the amount of the Series 2004-1 Demand Note or forgive amounts payable thereunder so that the outstanding principal amount of the Series 2004-1 Demand Note after such reduction or forgiveness is less than the Series 2004-1 Letter of Credit Liquidity Amount.  HVF shall not agree, to any amendment of the Series 2004-1 Demand Note without first satisfying the Series 2004-1 Rating Agency Condition.

(c)  HVF agrees that on the Series 2004-1 Closing Date it will have capitalization in an amount equal to or greater than 4.17% of the sum of (x) the Series 2004-1 Principal Amount and (y) the maximum outstanding principal amount of the Series 2002-1 Notes.

(d)  Upon the occurrence and during the continuance of an Amortization Event with respect to the Series 2004-1 Notes, the Trustee may and, at the written direction of the Insurer or the Required Noteholders with respect to the Series 2004-1 Notes shall, make one or more demands (each a “Demand Notice”) on Hertz for payment under the Series 2004-1 Demand Note, in each case, in an amount equal to the lesser of (i) the principal amount of the Series 2004-1 Demand Note and (ii) on any Business Day (A) prior to the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the amount of any Principal Deficit Amount on such date, (B) on or after the second Business Day immediately preceding the Three-Year Notes Legal Final Payment Date but prior to the second Business Day immediately preceding the Class A-3 Legal Final Payment Date, the greater of (x) the Principal Deficit Amount on such date and (y) the sum of the Class A-1 Principal Amount and the Class A-2 Principal Amount (on or prior to the Three-Year Notes Legal Final Payment Date, calculated after giving effect to the distribution of all amounts on account of principal that will be available to be distributed to the Class A-1 Noteholders and the Class A-2 Noteholders (other than under the Insurance Policy) in accordance with this Series Supplement on the Three-Year Notes Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.05(c) of this Series Supplement)), (C) on or after the second Business Day immediately preceding the Class A-3 Legal Final Payment Date but prior to the second Business Day immediately preceding the Class A-4 Legal Final Payment Date, the greater of (x) the Principal Deficit Amount on such Business Day and (y) the sum of the Class A-1 Principal Amount, the Class A-2 Principal Amount and the Class A-3 Principal Amount (on or prior to the Class A-3 Legal Final Payment Date, calculated after giving effect to the distribution of all amounts on account of principal that will be available to be distributed to the Class A-3 Noteholders (other than under the Insurance Policy) in accordance with this Series Supplement on the Class A-3 Legal Final Payment Date (including, but not limited

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to, amounts to be withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.05(c) of this Series Supplement)) and (D) on or after the second Business Day immediately preceding the Class A-4 Legal Final Payment Date, the Series 2004-1 Principal Amount (on or prior to the Class A-4 Legal Final Payment Date, calculated after giving effect to the distribution of all amounts that will be available to be distributed to the Class A-4 Noteholders (other than under the Insurance Policy) in accordance with this Series Supplement on the Class A-4 Legal Final Payment Date (including, but not limited to, amounts to be withdrawn from the Series 2004-1 Reserve Account pursuant to Section 2.05(c) of this Series Supplement)).  If (i) the Trustee shall have made such a Demand Notice and Hertz shall have failed to pay to the Trustee or deposit into the Series 2004-1 Distribution Account the amount specified in such Demand Notice in whole or in part by 12:00 noon (New York City time) on the Business Day following the making of the Demand Notice or (ii) due to the occurrence of an Event of Bankruptcy (or the occurrence of an event described in clause (a) of the definition thereto, without the lapse of a period of 60 consecutive days) with respect to Hertz, the Trustee shall not have delivered such Demand Notice to Hertz, the Trustee shall draw on the Series 2004-1 Non-Ford Letters of Credit, if any, by 12:00 p.m. (New York City time) on such Business Day an amount equal to the lesser of:

(A) the amount that Hertz failed to pay under the Series 2004-1 Demand Note (or the amount that the Trustee failed to demand for payment thereunder);

(B) the Series 2004-1 Non-Ford Letter of Credit Amount on such Business Day; and

(C) on any Business Day:

(i) other than the Business Day immediately preceding a Legal Final Payment Date, the Principal Deficit Amount on such Business Day;

(ii) on the Business Day immediately preceding the Three-Year Notes Legal Final Payment Date, the sum of (x) the Principal Deficit Amount on such Business Day, and (y) the lesser of (1) the amount by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals to be made from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.05(b)(i) of this Series Supplement and any drawings to be made under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Three-Year Notes Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Three-Year Notes Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Series 2004-1 Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2004-1 Lease Interest Payment Deficit

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(other than any Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Three-Year Notes Legal Final Payment Date over (b) the aggregate amount, as of the Three-Year Notes Legal Final Payment Date, of all withdrawals from the Series 2004-1 Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(ii) or to be made in respect of the Three-Year Notes Legal Final Payment Date pursuant to Section 2.03(d) of this Series Supplement and all drawings made since such date or to be made in respect of the Three-Year Notes Legal Final Payment Date under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement; provided, however, that any such withdrawals from the Series 2004-1 Reserve Account and/or drawings made under the Series 2004-1 Letters of Credit on account of a Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b);

(iii) on the Business Day immediately preceding the Class A-3 Legal Final Payment Date, the sum of (x) the Principal Deficit Amount on such Business Day and (y) the lesser of (1) the amount by which the Series 2004-1 Liquidity Amount (after giving effect to any withdrawals to be made from the Series 2004-1 Reserve Account pursuant to Section 2.03(d) and Section 2.5(b)(i) of this Series Supplement and any drawings to be made under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement on the Class A-3 Legal Final Payment Date) will exceed the Series 2004-1 Required Liquidity Amount (after giving effect to all anticipated reductions in the Series 2004-1 Principal Amount on the Class A-3 Legal Final Payment Date) and (2) an amount equal to the excess, if any, of (a) the Series 2004-1 Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2004-1 Lease Interest Payment Deficit (other than any Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Class A-3 Legal Final Payment Date over (b) the aggregate amount, as of the Class A-3 Legal Final Payment Date, of all withdrawals from the Series 2004-1 Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iii) or to be made in respect of the Class A-3 Legal Final Payment Date pursuant to Section 2.03(d) of this Series Supplement and all drawings made since such date or to be made in respect of the Class A-3 Legal Final Payment Date under the

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Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement; provided, however, that any such withdrawals from the Series 2004-1 Reserve Account and/or drawings made under the Series 2004-1 Letters of Credit on account of a Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b); and

(iv) on the Business Day immediately preceding the Class A-4 Legal Final Payment Date, the sum of (x) the Principal Deficit Amount on such Business Day and (y) an amount equal to the excess, if any, of (a) the Series 2004-1 Required Liquidity Amount on the earlier of (I) the date of the first occurrence of a Series 2004-1 Lease Interest Payment Deficit (other than any Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure) and (II) the Class A-4 Legal Final Payment Date over (b) the aggregate amount, as of the Class A-4 Legal Final Payment Date, of all withdrawals from the Series 2004-1 Reserve Account made since the date set forth in clause (a) of this subparagraph (C)(iv) or to be made in respect of the Class A-4 Legal Final Payment Date pursuant to Section 2.03(d) of this Series Supplement and all drawings made since such date and to be made in respect of the Class A-4 Legal Final Payment Date under the Series 2004-1 Letters of Credit pursuant to Section 2.03(e) of this Series Supplement; provided, however, that any such withdrawals from the Series 2004-1 Reserve Account and/or drawings made under the Series 2004-1 Letters of Credit on account of a Series 2004-1 Lease Interest Payment Deficit resulting from a failure to pay Rent or other amount payable by the Lessee under the HVF Lease that is cured in full on or prior to the fifth Business Day after the occurrence of such failure shall be excluded from this clause (b),

by presenting to each Series 2004-1 Non-Ford Letter of Credit Provider a draft accompanied by a Certificate of Unpaid Demand Note Demand; provided, however that if the Series 2004-1 Non-Ford Cash Collateral Account has been established and funded, the Trustee shall withdraw from the Series 2004-1 Non-Ford Cash Collateral Account and deposit in the Series 2004-1 Distribution Account an amount equal to the lesser of (x) the Series 2004-1 Non-Ford Cash Collateral Percentage on such Business Day of the least of the amounts set forth in clause (A), (B) or (C) above and (y) the Series 2004-1 Available Non-Ford Cash Collateral Account Amount on such Business Day and draw an amount equal to the remainder of such amount on the Series 2004-1 Non-Ford Letters of Credit.  The Trustee shall deposit, or cause the deposit of, the proceeds of any such draw on the Series 2004-1 Non-Ford Letters of Credit and the proceeds of any such withdrawal

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from the Series 2004-1 Non-Ford Cash Collateral Account, into the Series 2004-1 Collection Account and such proceeds shall be treated as Principal Collections for the Related Month.

SECTION 2.13.  Reimbursement Obligation.  (A)  HVF agrees to pay to Ford in accordance with, and solely to the extent of funds available therefore under, the Indenture:

(i) on and after each date on which a Series 2004-1 Ford Letter of Credit Provider shall pay any Ford LOC Disbursement under a Series 2004-1 Ford Letter of Credit, an amount equal to such Ford LOC Disbursement; and

(ii) on and after each date on which any amount is withdrawn from the Series 2004-1 Ford Cash Collateral Account pursuant to Section 2.03(e)(Y) or Section 2.05(b)(ii) of this Series Supplement, an amount equal to the amount of such withdrawal.

(B) Notwithstanding the foregoing, prior to the earlier of (i) the Class A-4 Legal Final Payment Date and (ii) the termination of this Series Supplement in accordance with Section 6.13 of this Series Supplement, any amount payable by HVF to Ford pursuant to Section 2.13(A)(ii) of this Series Supplement shall be paid by HVF by depositing such amount in the Series 2004-1 Ford Cash Collateral Account.

(C) HVF agrees that Ford shall be deemed a “Secured Party” under the Base Indenture and the Related Documents to the extent of Ford Reimbursement Obligations payable by HVF to Ford.  Ford Reimbursement Obligations shall be absolute, unconditional and irrevocable, and shall be paid under all circumstances, including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of this Series Supplement, the Indenture, any Related Document or any Series 2004-1 Ford Letter of Credit;

(ii) the existence of any claim, set-off, defense or other right which HVF may have at any time against Ford, the Trustee or any other beneficiary or any transferee of any Series 2004-1 Ford Letter of Credit (or any persons or entities for whom the Trustee, any such beneficiary or any such transferee may be acting), whether in connection with this Series Supplement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(iii) any statement or any other document presented under any Series 2004-1 Ford Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv)  any statement or any other document presented under any Series 2004-1 Ford Letter of Credit proving to be insufficient in any respect;

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(v)  payment by a Series 2004-1 Ford Letter of Credit Provider under a Series 2004-1 Ford Letter of Credit against presentation of a draft or certificate which does not strictly comply with the terms of such Series 2004-1 Ford Letter of Credit;

(vi)  any non-application or misapplication by the Trustee of the proceeds of any Ford LOC Disbursement or any withdrawal from the Series 2004-1 Ford Cash Collateral Account; or

(vii)  any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, HVF.

ARTICLE III

Amortization Events

In addition to the Amortization Events set forth in Section 9.01 of the Base Indenture, the following shall be Amortization Events with respect to the Series 2004-1 Notes and shall constitute the Amortization Events set forth in Section 9.01(j) of the Base Indenture with respect to the Series 2004-1 Notes:

(a)  HVF defaults in the payment of any interest on, or other amount payable in respect of, the Series 2004-1 Notes when the same becomes due and payable and such default continues for a period of five (5) Business Days;

(b)  HVF defaults in the payment of any principal of the Series 2004-1 Notes when the same becomes due and payable on the applicable Legal Final Payment Date;

(c)  a Series 2004-1 Enhancement Deficiency shall occur and continue for at least three (3) Business Days or the Series 2004-1 Enhancement Amount, excluding from the calculation thereof one or more of the following amounts, shall be less than the Series 2004-1 Required Enhancement Amount for at least three (3) Business Days:

(i) any cash or Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account if at the time of such calculation (A) such cash or Permitted Investments on deposit in the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, cannot be withdrawn by the Trustee and applied as provided herein because the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the

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Series 2004-1 Reserve Account, as the case may be, shall be subject to an injunction, estoppel or other stay or (B) the Series 2004-1 Excess Collection Account, the Series 2004-1 Cash Collateral Account or the Series 2004-1 Reserve Account, as the case may be, shall be subject to a Lien (other than a Permitted Lien) (each, a “Restrictive Action”); or

(ii) the amount available to be drawn under any Series 2004-1 Letter of Credit if at the time of such calculation (A) such Series 2004-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2004-1 Letter of Credit Provider of such Series 2004-1 Letter of Credit or (C) such Series 2004-1 Letter of Credit Provider shall have repudiated such Series 2004-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof;

(d)  the Series 2004-1 Liquidity Amount shall be less than the Series 2004-1 Required Liquidity Amount for at least three (3) Business Days or the Series 2004-1 Liquidity Amount, excluding from the calculation thereof one or more of the following amounts, shall be less than the Series 2004-1 Required Liquidity Amount for at least three (3) Business Days:

(i) any cash or Permitted Investments on deposit in the Series 2004-1 Reserve Account or the Series 2004-1 Cash Collateral Account if at the time of such calculation the Series 2004-1 Reserve Account or the Series 2004-1 Cash Collateral Account, as the case may be, shall be subject to a Restrictive Action; or

(ii) the amount available to be drawn under any Series 2004-1 Letter of Credit if at the time of such calculation (A) such Series 2004-1 Letter of Credit shall not be in full force and effect, (B) an Event of Bankruptcy shall have occurred with respect to the Series 2004-1 Letter of Credit Provider of such Series 2004-1 Letter of Credit or (C) such Series 2004-1 Letter of Credit Provider shall have repudiated such Series 2004-1 Letter of Credit or failed to honor a draw thereon made in accordance with the terms thereof;

(e)  all principal of and interest on the Class A-1 Notes and the Class A-2 Notes is not paid in full on or before the Three-Year Notes Expected Final Payment Date, all principal of and interest on the Class A-3 Notes is not paid in full on or before the Class A-3 Expected Final Payment Date or all principal of and interest on the Class A-4 Notes is not paid in full on or before the Class A-4 Expected Final Payment Date;

(f)  any one of the following occurs:

(i) the Series 2004-1 Asset Amount shall be less than the Series 2004-1 Required Asset Amount for at least three (3) Business Days or the

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Series 2004-1 Asset Amount, excluding from the calculation thereof any cash or Permitted Investments on deposit in any HVF Exchange Account, the Series 2004-1 Excess Collection Account or the Series 2004-1 Collection Account if at the time of such calculation such HVF Exchange Account, the Series 2004-1 Excess Collection Account or the Series 2004-1 Collection Account, as the case may be, shall be subject to a Restrictive Action, shall be less than the Series 2004-1 Required Asset Amount for at least three (3) Business Days;

(ii) the Series 2004-1 Asset Amount shall be less than the Series 2004-1 Principal Amount for at least three (3) Business Days or the Series 2004-1 Asset Amount, excluding from the calculation thereof any cash or Permitted Investments on deposit in any HVF Exchange Account, the Series 2004-1 Excess Collection Account or the Series 2004-1 Collection Account if at the time of such calculation such HVF Exchange Account, the Series 2004-1 Excess Collection Account or the Series 2004-1 Collection Account, as the case may be, shall be subject to a Restrictive Action, shall be less than the Series 2004-1 Principal Amount for at least three (3) Business Days; or

(iii) the Insured Principal Deficit Amount shall be greater than zero;

(g)  the Trustee shall make a demand for payment under the Insurance Policy;

(h)  the occurrence of an Event of Bankruptcy with respect to the Insurer;

(i)  the Insurer fails to honor a demand for payment made in accordance with the requirements of the Insurance Policy;

(j)  the Trustee shall for any reason cease to have a valid and perfected first priority security interest in the Series 2004-1 Collateral or any of the Lessee, HVF or any Affiliate of either so asserts in writing;

(k)  One-Month LIBOR for any Series 2004-1 Interest Rate Period exceeds 8.90% per annum and HVF fails to acquire Series 2004-1 Interest Rate Hedges satisfying the requirements of Section 2.11 of this Series Supplement on or prior to the first day of the next succeeding Series 2004-1 Interest Rate Period;

(l)  HVF fails to comply with any of its other agreements or covenants in, or provisions of, the Series 2004-1 Notes or the Indenture and the failure to so comply materially and adversely affects the interests of the Series 2004-1 Noteholders or the Insurer and continues to materially and adversely affect the interests of the Series 2004-1 Noteholders or the Insurer for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date on which written notice of such failure, requiring the same to be

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remedied, shall have been given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2004-1 Notes; or

(m) any representation made by HVF in the Indenture or any Related Document is false and such false representation materially and adversely affects the interests of the Series 2004-1 Noteholders or the Insurer and such false representation is not cured for a period of thirty (30) days after the earlier of (i) the date on which HVF obtains knowledge thereof or (ii) the date that written notice thereof is given to HVF by the Trustee or to HVF and the Trustee by the Required Noteholders with respect to the Series 2004-1 Notes.

In the case of

(i) any event described in clauses (a) through (i) above, an Amortization Event with respect to the Series 2004-1 Notes will immediately occur without any notice or other action on the part of the Trustee or any Series 2004-1 Noteholder or

(ii) any event described in clauses (j) through (m) above, either the Trustee may, by written notice to HVF or the Required Noteholders with respect to the Series 2004-1 Notes may, by written notice to HVF and the Trustee declare that an Amortization Event with respect to the Series 2004-1 Notes has occurred as of the date of the notice.

Amortization Events with respect to the Series 2004-1 Notes described in clauses (h) and (i) above will not be subject to waiver.  An Amortization Event with respect to the Series 2004-1 Notes described in clauses (a) through (g) and clauses (j) through (m) above will be subject to waiver in accordance with Section 9.04 of the Base Indenture.

ARTICLE IV

Right to Waive Purchase Restrictions

Notwithstanding any provision to the contrary in the Indenture or the Related Documents, upon the Trustee’s receipt of notice from HVF (i) to the effect that a Manufacturer Program is no longer an Eligible Manufacturer Program and that, as a result, the Series 2004-1 Maximum Non-Eligible Vehicle Amount is or will be exceeded or (ii) that HVF and the Lessee have determined to increase any Series 2004-1 Maximum Amount, (each such notice, a “Waiver Request”), each Series 2004-1 Noteholder may, at its option, waive the Series 2004-1 Maximum Non-Eligible Vehicle Amount or any other Series 2004-1 Maximum Amount (collectively, a “Waivable Amount”) if (i) no Amortization Event exists, (ii) the Required Noteholders with respect to the

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Series 2004-1 Notes and the Insurer consent to such waiver and (iii) 30 days’ prior written notice of such proposed waiver is provided to the Rating Agencies by the Trustee.

Upon receipt by the Trustee of a Waiver Request (a copy of which the Trustee shall promptly provide to the Rating Agencies), all amounts which would otherwise be deposited into the Series 2004-1 Excess Collection Account (collectively, the “Designated Amounts”) from the date the Trustee receives a Waiver Request through the Consent Period Expiration Date will be held by the Trustee in the Series 2004-1 Collection Account for ratable distribution as described below.

Within ten (10) Business Days after the Trustee receives a Waiver Request, the Trustee shall furnish notice thereof to the Series 2004-1 Noteholders and the Insurer, which notice shall be accompanied by a form of consent (each a “Consent”) in the form of Exhibit E by which the Series 2004-1 Noteholders may, on or before the Consent Period Expiration Date, consent to waive the applicable Waivable Amount.  If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes agreeing to waive the applicable Waivable Amount and the consent of the Insurer and within forty-five (45) days after the Trustee notifies the Series 2004-1 Noteholders of a Waiver Request (the day on which such forty-five (45) day period expires, the “Consent Period Expiration Date”), (i) the applicable Waivable Amount shall be deemed waived by the consenting Series 2004-1 Noteholders, (ii) the Trustee will distribute the Designated Amounts as set forth below and (iii) the Trustee shall promptly (but in any event within two days) provide the Rating Agency with notice of such waiver.  Any Series 2004-1 Noteholder from whom the Trustee has not received a Consent on or before the Consent Period Expiration Date will be deemed not to have consented to such waiver.

If the Trustee receives Consents from the Required Noteholders with respect to the Series 2004-1 Notes and the consent of the Insurer on or before the Consent Period Expiration Date, then on the immediately following Payment Date, the Trustee will pay the Designated Amounts as follows:

(i) to the non-consenting Series 2004-1 Noteholders, if any, pro rata up to the amount required to pay all Series 2004-1 Notes held by such non-consenting Series 2004-1 Noteholders in full; and

(ii) any remaining Designated Amounts to the Series 2004-1 Excess Collection Account.

If the amount paid pursuant to clause (i) of the preceding paragraph is not paid in full on the date specified therein, then on each day following such Payment Date, the Administrator will deposit into the Series 2004-1 Collection Account on a daily basis all Designated Amounts collected on such day.  On each following Payment Date, the Trustee will withdraw a portion of such Designated Amounts from the Series 2004-1

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Collection Account and deposit the same in the Series 2004-1 Distribution Account for distribution as follows:

(A) to the non-consenting Series 2004-1 Noteholders, if any, pro rata an amount equal to the Designated Amounts in the Series 2004-1 Collection Account as of the applicable Determination Date up to the aggregate outstanding principal balance of the Series 2004-1 Notes held by the non-consenting Series 2004-1 Noteholders; and

(B) any remaining Designated Amounts to the Series 2004-1 Excess Collection Account.

If the Required Noteholders with respect to the Series 2004-1 Notes or the Insurer does not timely consent to such waiver, the Designated Amounts will be withdrawn from the Series 2004-1 Collection Account and deposited into the Series 2004-1 Excess Collection Account for distribution in accordance with the terms of the Indenture and the Related Documents.

In the event that the Series 2004-1 Rapid Amortization Period shall commence after receipt by the Trustee of a Waiver Request, all such Designated Amounts will thereafter be considered Principal Collections allocated to the Series 2004-1 Noteholders.

ARTICLE V

Form of Series 2004-1 Notes

SECTION 5.01.  Initial Issuance of Series 2004-1 Investor Notes.  The Series 2004-1 Notes are being offered and sold by HVF pursuant to a Purchase Agreement, dated March 24, 2004, among HVF, Hertz and Lehman Brothers Inc., as the initial purchaser.  The Series 2004-1 Notes will be resold initially only to (A) qualified institutional buyers (as defined in Rule 144A ) (“QIBs”) in reliance on Rule 144A and (B) Persons other than U.S. Persons (as defined in Regulation S) in reliance on Regulation S.  Such Series 2004-1 Notes may thereafter be transferred to QIBs and purchasers in reliance on Regulation S in accordance with the procedure described herein.  The Series 2004-1 Notes will be Book-Entry Notes and DTC will be the Depository for the Series 2004-1 Notes.  The provisions of the rules and procedures of DTC, the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream (the “Applicable Procedures”) shall be applicable to transfers of beneficial interests in the Series 2004-1 Global Notes.

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SECTION 5.02.  Restricted Global Notes.  Each Class of the Series 2004-1 Notes offered and sold in their initial distribution in reliance upon Rule 144A will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-1-1, A-2-1, A-3-1 and A-4-1, respectively, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC (collectively, the “Restricted Global Notes”).  The aggregate initial principal amount of the Restricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of the corresponding class of Regulation S Global Notes or the Unrestricted Global Notes, as hereinafter provided.

SECTION 5.03.  Regulation S Global Notes and Unrestricted Global Notes.  Each Class of the Series 2004-1 Notes offered and sold on the Series 2004-1 Closing Date in reliance upon Regulation S will be issued in the form of one or more global notes in fully registered form, without coupons, substantially in the forms set forth in Exhibits A-1-2, A-2-2, A-3-2 and A-4-2, registered in the name of Cede, as nominee of DTC, and deposited with BNY MTC, as custodian of DTC, for credit to the respective accounts at DTC of the designated agents holding on behalf of Euroclear and Clearstream.  Until such time as the Restricted Period shall have terminated, such Series 2004-1 Notes shall be referred to herein collectively as the “Regulation S Global Notes”.  After such time as the Restricted Period shall have terminated, such Series 2004-1 Notes shall be exchangeable, in whole or in part, for interests in one or more permanent global notes in registered form without interest coupons, substantially in the forms set forth in Exhibits A-1-3, A-2-3, A-3-3 and A-4-3, as hereinafter provided (collectively, the “Unrestricted Global Notes”).  The aggregate principal amount of the Regulation S Global Notes or the Unrestricted Global Notes may from time to time be increased or decreased by adjustments made on the records of BNY MTC, as custodian for DTC, in connection with a corresponding decrease or increase of aggregate principal amount of the corresponding Restricted Global Notes, as hereinafter provided.

SECTION 5.04.  Definitive Notes.  No Series 2004-1 Note Owner will receive a Definitive Note representing such Series 2004-1 Note Owner’s interest in the Series 2004-1 Notes other than in accordance with Section 2.13 of the Base Indenture.

SECTION 5.05.  Transfer Restrictions.  (a)  A Series 2004-1 Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, or to a successor Depository or to a nominee of a successor Depository, and no such transfer to any such other Person may be registered; provided, however, that this Section 5.05(a) shall not prohibit any transfer of a Series 2004-1 Note that is issued in exchange for a Series 2004-1 Global Note in accordance with Section 2.13 of the Base Indenture and shall not prohibit any transfer of a beneficial interest in a Series 2004-1 Global Note effected in accordance with the other provisions of this Section 5.05.

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(b)  The transfer by a Series 2004-1 Note Owner holding a beneficial interest in a Restricted Global Note to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note shall be made upon the deemed representation of the transferee that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding HVF as such transferee has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

(c)  If a Series 2004-1 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Regulation S Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.05(c).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Regulation S Global Note, in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit F-1 given by the Series 2004-1 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of the Restricted Global Note, and to increase the principal amount of the Regulation S Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Regulation S Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(d)  If a Series 2004-1 Note Owner holding a beneficial interest in a Restricted Global Note wishes at any time to exchange its interest in such Restricted Global Note for an interest in the Unrestricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.05(d).

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Upon receipt by the Registrar, at the office of the Registrar, of (A) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Unrestricted Global Note in a principal amount equal to that of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit F-2 given by the Series 2004-1 Note Owner holding such beneficial interest in such Restricted Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Restricted Global Note, and to increase the principal amount of the Unrestricted Global Note, by the principal amount of the beneficial interest in such Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for Euroclear or Clearstream or both, as the case may be) a beneficial interest in the Unrestricted Global Note having a principal amount equal to the amount by which the principal amount of such Restricted Global Note was reduced upon such exchange or transfer.

(e)  If a Series 2004-1 Note Owner holding a beneficial interest in a Regulation S Global Note or an Unrestricted Global Note wishes at any time to exchange its interest in such Regulation S Global Note or such Unrestricted Global Note for an interest in the Restricted Global Note, or to transfer such interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, such exchange or transfer may be effected, subject to the Applicable Procedures, only in accordance with the provisions of this Section 5.05(e).  Upon receipt by the Registrar, at the office of the Registrar, of (i) written instructions given in accordance with the Applicable Procedures from a Clearing Agency Participant directing the Registrar to credit or cause to be credited to a specified Clearing Agency Participant’s account a beneficial interest in the Restricted Global Note in a principal amount equal to that of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note, as the case may be, to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Clearing Agency Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Clearing Agency Participant to be debited for, such beneficial interest and (iii) with respect to a transfer of a beneficial interest in such Regulation S Global Note (but not such Unrestricted Global Note), a certificate in substantially the form set forth in Exhibit F-3 given by such Series 2004-1 Note Owner holding such beneficial interest in such Regulation S Global Note, the Registrar shall instruct BNY MTC, as custodian of DTC, to reduce the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, and to increase the principal amount of the Restricted Global Note, by the principal

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amount of the beneficial interest in such Regulation S Global Note or such Unrestricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (which shall be the Clearing Agency Participant for DTC) a beneficial interest in the Restricted Global Note having a principal amount equal to the amount by which the principal amount of such Regulation S Global Note or such Unrestricted Global Note, as the case may be, was reduced upon such exchange or transfer.

(f)  In the event that a Series 2004-1 Global Note or any portion thereof is exchanged for Series 2004-1 Notes other than Series 2004-1 Global Notes, such other Series 2004-1 Notes may in turn be exchanged (upon transfer or otherwise) for Series 2004-1 Notes that are not Series 2004-1 Global Notes or for a beneficial interest in a Series 2004-1 Global Note (if any is then outstanding) only in accordance with such procedures, which shall be substantially consistent with the provisions of Sections 5.05(a) through Section 5.05(e) and Section 5.05(g) of this Series Supplement (including the certification requirement intended to ensure that transfers and exchanges of beneficial interests in a Series 2004-1 Global Note comply with Rule 144A or Regulation S under the Securities Act, as the case may be) and any Applicable Procedures, as may be adopted from time to time by HVF and the Registrar.

(g)  Until the termination of the Restricted Period, interests in the Regulation S Global Notes may be held only through Clearing Agency Participants acting for and on behalf of Euroclear and Clearstream; provided, that this Section 5.05(g) shall not prohibit any transfer in accordance with Section 5.05(d) of this Series Supplement.  After the expiration of the Restricted Period, interests in the Unrestricted Global Notes may be transferred without requiring any certifications.

(h)  The Series 2004-1 Notes shall bear the following legends to the extent indicated:

(i) The Restricted Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY STATE SECURITIES LAWS.  THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE ONLY (A) TO HVF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (A “QIB”) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN

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RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RIGHT OF HVF, PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT.

(ii) The Regulation S Global Notes shall bear the following legend:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  UNTIL 40 DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS.  THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND AGREES FOR THE BENEFIT OF HERTZ VEHICLE FINANCING LLC (“HVF”) THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OR (3) TO HVF.

(iii) The Series 2004-1 Global Notes shall bear the following legends:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF.  THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

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UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO HVF OR THE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

(iv) The required legends set forth above shall not be removed from the applicable Series 2004-1 Notes except as provided herein.  The legend required for a Restricted Note may be removed from such Restricted Note if there is delivered to HVF and the Registrar such satisfactory evidence, which may include an Opinion of Counsel as may be reasonably required by HVF that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Series 2004-1 Note will not violate the registration requirements of the Securities Act.  Upon provision of such satisfactory evidence, the Trustee at the direction of HVF shall authenticate and deliver in exchange for such Restricted Note a Series 2004-1 Note or Series 2004-1 Notes having an equal aggregate principal amount that does not bear such legend.  If such a legend required for a Restricted Note has been removed from a Series 2004-1 Note as provided above, no other Series 2004-1 Note issued in exchange for all or any part of such Series 2004-1 Note shall bear such legend, unless HVF has reasonable cause to believe that such other Series 2004-1 Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

ARTICLE VI

General

SECTION 6.01.  Optional Redemption of Series 2004-1 Notes.  (a)  HVF may, at its option, redeem the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes or the Class A-4 Notes as a whole on any Payment Date on which the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount or the Class A-4 Outstanding Principal Amount, as the case may be, is equal to or less than 10% of the Initial Class A-1 Principal Amount, the Initial Class A-2 Principal Amount, the Initial Class A-3 Principal Amount or the Initial Class A-4 Principal Amount, as the case may be, with funds deposited in the Series 2004-1 Distribution Account pursuant to Section 2.02 of this Series Supplement, at 100% of the principal amount thereof, plus accrued and unpaid interest thereon; provided, however, as a condition precedent to any redemption, HVF shall pay to the Insurer all

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Insurer Fees and all other Insurer Reimbursement Amounts due and payable and to Ford, all unpaid Ford Reimbursement Obligations.

(b)  If HVF elects to redeem any Class of the Series 2004-1 Notes pursuant to the provisions of Section 6.01(a), it shall notify the Trustee in writing at least 30 days prior to the intended date of redemption of (i) such intended date of redemption, (ii) the Series 2004-1 Notes subject to redemption and (iii) the principal amount of the Series 2004-1 Notes to be redeemed.  Upon receipt of a notice of redemption from HVF, the Trustee shall give notice of such redemption in the manner provided in Section 13.01 of the Base Indenture to the Series 2004-1 Noteholders of the Series 2004-1 Notes to be redeemed.  Such notice shall be given not less than ten (10) days prior to the intended date of redemption.

SECTION 6.02.  Information.  On or before the fourth Business Day prior to each Payment Date (unless otherwise agreed to by the Trustee), HVF shall cause the Administrator to furnish to the Trustee a Monthly Noteholders’ Statement with respect to the Series 2004-1 Notes, substantially in the form of Exhibit G, setting forth, inter alia, the following information:

(i) the total amount available to be distributed to Series 2004-1 Noteholders on such Payment Date;

(ii) the amount of such distribution allocable to the payment of principal of each Class of the Series 2004-1 Notes;

(iii) the amount of such distribution allocable to the payment of interest on each Class of the Series 2004-1 Notes;

(iv) the Class A-1 Carryover Controlled Amortization Amount, the Class A-2 Carryover Controlled Amortization Amount, the Class A-3 Carryover Controlled Amortization Amount or the Class A-4 Carryover Controlled Amortization Amount, if any, for the Related Month;

(v) the Series 2004-1 Invested Percentage with respect to Interest Collections and with respect to Principal Collections for the period from and including the second Determination Date preceding such Payment Date to but excluding the Determination Date immediately preceding such Payment Date;

(vi) the Series 2004-1 Enhancement Amount and the Series 2004-1 Liquidity Amount, in each case, as of the close of business on the last day of the Related Month;

(vii) whether, to the knowledge of the Administrator, any Lien exists on any of the Collateral (other than Permitted Liens);

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(viii) whether, to the knowledge of the Administrator, any Operating Lease Event of Default has occurred;

(ix) whether, to the knowledge of the Administrator, any Amortization Event or Potential Amortization Event with respect to the Series 2004-1 Notes has occurred;

(x) the Aggregate Asset Amount and the amount of the Aggregate Asset Amount Deficiency, if any, as of the close of business on the last day of the Related Month;

(xi) the Non-Eligible Vehicle Amount and the Non-Eligible Vehicle Percentage as of the close of business on the last day of the Related Month;

(xii) the Non-Eligible Manufacturer Amount as of the close of business on the last day of the Related Month;

(xiii) the Series 2004-1 Required Non-Eligible Vehicle Enhancement Percentage as of the close of business on the last day of the Related Month and the Non-Program Vehicle Measurement Month Average, if any, included in the calculation of such Series 2004-1 Required Non-Eligible Vehicle Enhancement Percentage;

(xiv) the Series 2004-1 Required Enhancement Incremental Amount, if any, as of the close of business on the last day of the Related Month;

(xv) the Series 2004-1 Required Liquidity Amount as of the close of business on the last day of the Related Month and whether the Series 2004-1 Liquidity Amount was less than the Series 2004-1 Required Liquidity Amount as of the close of business on the last day of the Related Month;

(xvi) the Series 2004-1 Required Enhancement Amount as of the close of business on the last day of the Related Month and whether a Series 2004-1 Enhancement Deficiency existed and the amount thereof;

(xvii) the Series 2004-1 Required Overcollateralization Amount and the Series 2004-1 Overcollateralization Amount, in each case, as of the close of business on the last day of the Related Month;

(xviii) the Series 2004-1 Required Reserve Account Amount and the Series 2004-1 Available Reserve Account Amount, in each case, as of the close of business on the last day of the Related Month;

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(xix) the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Eligible Program Vehicles manufactured by such Manufacturer;

(xx) the percentage of all HVF Vehicles, with respect to each Manufacturer which is not an Eligible Program Manufacturer, as of the close of business on the last day of the Related Month which were Program Vehicles manufactured by such Manufacturer; and

(xxi) the percentage of all HVF Vehicles, with respect to each Manufacturer, as of the close of business on the last day of the Related Month which were Non-Program Vehicles manufactured by such Manufacturer.

The Trustee shall provide to the Series 2004-1 Noteholders, or their designated agent, and the Insurer copies of each Monthly Noteholders’ Statement.

SECTION 6.03.  Exhibits.  The following exhibits attached hereto supplement the exhibits included in the Indenture.

Exhibit A-1-1:	Form of Restricted Global Class A-1 Note
Exhibit A-1-2:	Form of Regulation S Global Class A-1 Note
Exhibit A-1-3:	Form of Unrestricted Global Class A-1 Note
Exhibit A-2-1:	Form of Restricted Global Class A-2 Note
Exhibit A-2-2:	Form of Regulation S Global Class A-2 Note
Exhibit A-2-3:	Form of Unrestricted Global Class A-2 Note
Exhibit A-3-1:	Form of Restricted Global Class A-3 Note
Exhibit A-3-2:	Form of Regulation S Global Class A-3 Note
Exhibit A-3-3:	Form of Unrestricted Global Class A-3 Note
Exhibit A-4-1:	Form of Restricted Global Class A-4 Note
Exhibit A-4-2:	Form of Regulation S Global Class A-4 Note
Exhibit A-4-3:	Form of Unrestricted Global Class A-4 Note
Exhibit B-1-1:	Form of Series 2004-1 Letter of Credit
Exhibit B-1-2:	Form of Series 2004-1 Ford Letter of Credit
Exhibit C:	Form of Lease Payment Deficit Notice
Exhibit D-1-1:	Form of Reduction Notice
Exhibit D-1-2:	Form of Reduction Notice
Exhibit D-2-1:	Form of Termination Notice
Exhibit D-2-2:	Form of Termination Notice
Exhibit E:	Form of Consent
Exhibit F-1:	Form of Transfer Certificate
Exhibit F-2:	Form of Transfer Certificate
Exhibit F-3:	Form of Transfer Certificate
Exhibit G:	Form of Monthly Noteholders’ Statement
Exhibit H:	Form of Series 2004-1 Demand Note

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SECTION 6.04.  Ratification of Base Indenture.  As supplemented by this Series Supplement, the Base Indenture is in all respects ratified and confirmed and the Base Indenture as so supplemented by this Series Supplement shall be read, taken, and construed as one and the same instrument.

SECTION 6.05.  Notice to Insurer Rating Agencies and Ford.  The Trustee shall provide to the Insurer and each Rating Agency a copy of each notice to the Series 2004-1 Noteholders, Opinion of Counsel and Officer’s Certificate delivered to the Trustee pursuant to this Series Supplement or any other Related Document.  Each such Opinion of Counsel to be delivered to the Insurer shall be addressed to the Insurer, shall be from counsel reasonably acceptable to the Insurer and shall be in form and substance reasonably acceptable to the Insurer.  The Trustee shall provide notice to each Rating Agency of any consent by the Insurer to the waiver of the occurrence of any Series 2004-1 Limited Liquidation Event of Default.  In addition, only for so long as the Ford LOC Exposure Amount is greater than zero, the Trustee shall provide to Ford a copy of each report, notice and other information provided to the Series 2004-1 Noteholders pursuant to this Series Supplement or any other Related Document.  All such notices, opinions, certificates or other items to be delivered to the Insurer shall be forwarded to MBIA Insurance Corporation, 113 King Street, Armonk, New York 10504, Attention:  Insured Portfolio Management – Structured Finance (IPM-SF) (Hertz Vehicle Financing LLC Series 2004-1 Rental Car Asset Backed Notes), Facsimile No.:  (914) 765-3810, Confirmation No.:  (914) 765-3781.  All such notices, opinions, certificates or other items to be delivered to Ford shall be forwarded to Ford Motor Company, 1 American Road, Dearborn, MI 48126 Attention: Director – Global Banking, Facsimile No. (313) 594-0110.

SECTION 6.06.  Insurer Deemed Series 2004-1 Noteholder and Secured Party.  Except for any period during which an Insurer Default is continuing, the Insurer shall be deemed to be the holder of 100% of the Series 2004-1 Notes for the purposes of giving any consents, waivers, approvals, instructions, directions, declarations, notices and/or taking any other action pursuant to the Base Indenture, this Series Supplement and the other Related Documents, other than the right to waive purchase restrictions pursuant to Article IV of this Series Supplement.  Any reference in the Base Indenture or the Related Documents to materially, adversely, or detrimentally affecting the rights or interests of the Noteholders, or words of similar meaning, shall be deemed, for purposes of the Series 2004-1 Notes, to refer to the rights or interests of the Insurer.  In addition, the Insurer shall constitute an “Enhancement Provider” with respect to the Series 2004-1 Notes for all purposes under the Base Indenture, the other Related Documents and the Insurance Agreement shall constitute an “Enhancement Agreement” with respect to the Series 2004-1 Notes for all purposes under the Base Indenture and the other Related Documents.  Furthermore, the Insurer shall be deemed to be a “Secured Party” under the Base Indenture and the Related Documents to the extent of amounts payable to the Insurer pursuant to this Series Supplement.  Moreover, wherever in the Related Documents money or other property is assigned, conveyed, granted or held for, a filing is

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made for, action is taken for or agreed to be taken for, or a representation or warranty is made for, the benefit of the Series 2004-1 Noteholders, the Insurer shall be deemed to be the Series 2004-1 Noteholders with respect to 100% of the Series 2004-1 Notes for such purposes.

SECTION 6.07.  Third Party Beneficiary.  Each of the Insurer and Ford in its capacity as accountholder of a Series 2004-1 Ford Letter of Credit is an express third party beneficiary of (i) the Base Indenture to the extent of provisions relating to any Enhancement Provider, in the case of the Insurer, or to the extent of the provisions relating to Ford, in the case of Ford and (ii) this Series Supplement.

SECTION 6.08.  Prior Notice by Trustee to Insurer.  Subject to Section 10.01 of the Base Indenture, except for any period during which an Insurer Default is continuing, the Trustee agrees that so long as no Amortization Event shall have occurred and be continuing with respect to any Series of Notes, other than the Series 2004-1 Notes, it shall not exercise any rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2004-1 Notes (except those set forth in clauses (h) and (i) of Article III of this Series Supplement) until after the Trustee has given prior written notice thereof to the Insurer and obtained the direction of the Insurer.  The Trustee agrees to notify the Insurer promptly following any exercise of rights or remedies available to it as a result of the occurrence of an Amortization Event with respect to the Series 2004-1 Notes.

SECTION 6.09.  Subrogation.  In furtherance of and not in limitation of the Insurer’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent of any payment made by the Insurer under the Insurance Policy with respect to interest on or principal of the Series 2004-1 Notes, the Insurer is to be fully subrogated to the extent of such payment and any additional interest due on any late payment to the rights of the Series 2004-1 Noteholders under the Indenture.  Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as the Insurer may reasonably request to evidence such subrogation.

Furthermore, in furtherance of and not in limitation of Ford’s equitable right of subrogation, each of the Trustee and HVF acknowledge that, to the extent that Ford LOC Disbursements or amounts on deposit in the Series 2004-1 Ford Cash Collateral Account are applied to pay interest on or principal of the Series 2004-1 Notes and Ford has reimbursed the applicable Series 2004-1 Letter of Credit Providers for such Ford LOC Disbursements or such amounts deposited in the Series 2004-1 Ford Cash Collateral Account, Ford is to be fully subrogated to the extent of such payment under the Indenture; provided such rights shall be subordinated in all respects to the rights of subrogation of the Insurer set forth in the preceding paragraph and to the rights of the Noteholders to the payment in full of all amounts owing to them under the Indenture. Each of HVF and the Trustee agree to such subrogation and, further, agree to take such actions as Ford may reasonably request to evidence such subrogation.

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SECTION 6.10.  Counterparts.  This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

SECTION 6.11.  Governing Law.  This Series Supplement shall be construed in accordance with the law of the State of New York, and the obligations, rights and remedies of the parties hereto shall be determined in accordance with such law.

SECTION 6.12.  Amendments.  This Series Supplement may be modified or amended from time to time in accordance with the terms of the Base Indenture, provided that if, pursuant to the terms of the Base Indenture or this Series Supplement, the consent of the Required Noteholders is required for an amendment or modification of this Series Supplement, such requirement shall be satisfied if such amendment or modification is consented to by the Required Noteholders with respect to the Series 2004-1 Notes; provided, further that, if the consent of the Required Noteholders with respect to the Series 2004-1 Notes is required for a proposed amendment or modification of this Series Supplement that does not affect in any material respect one or more Classes of the Series 2004-1 Notes (as evidenced by an Officer’s Certificate to such effect), then such requirement shall be satisfied if such amendment or modification is consented to by the Series 2004-1 Noteholders representing more than 50% of the aggregate outstanding principal amount of the Classes of the Series 2004-1 Notes affected by such amendment or modification (without the necessity of obtaining the consent of the Series 2004-1 Noteholders holding the Classes of the Series 2004-1 Notes not affected by such amendment or modification).  Only for so long as the Ford LOC Exposure Amount is greater than zero, any amendment to any provision of this Series Supplement shall be subject to Section 6.16 of this Series Supplement.

SECTION 6.13.  Termination of Series Supplement.  This Series Supplement shall cease to be of further effect when (i) all Outstanding Series 2004-1 Notes theretofore authenticated and issued have been delivered (other than destroyed, lost, or stolen Series 2004-1 Notes which have been replaced or paid) to the Trustee for cancellation, (ii) HVF has paid all sums payable hereunder, (iii) the Insurer has been paid all Insurer Fees and all other Insurer Reimbursement Amounts due under the Insurance Agreement, (iv) Ford has been paid all amounts payable to it hereunder and no amounts are required hereby to be retained in any Series Account with respect to the Series 2004-1 Notes and (v) the Series 2004-1 Demand Note Payment Amount is equal to zero or the Series 2004-1 Non-Ford Letter of Credit Liquidity Amount is equal to zero.

SECTION 6.14.  Discharge of Indenture.  Notwithstanding anything to the contrary contained in the Base Indenture, so long as this Series Supplement shall be in effect in accordance with Section 6.13 of this Series Supplement, no discharge of the Indenture pursuant to Section 11.01(b) of the Base Indenture shall be effective as to the

99

Series 2004-1 Notes without the consent of the Required Noteholders with respect to the Series 2004-1 Notes.

SECTION 6.15.  Effect of Payment by Insurer.  Anything in this Series Supplement to the contrary notwithstanding, any payments of principal of or interest on the Series 2004-1 Notes that is made with moneys received pursuant to the terms of the Insurance Policy shall not (except for the purpose of calculating the Class A-1 Outstanding Principal Amount, the Class A-2 Outstanding Principal Amount, the Class A-3 Outstanding Principal Amount and the Class A-4 Outstanding Principal Amount) be considered payment of the Series 2004-1 Notes by the Issuer.  The Trustee acknowledges that, without the need for any further action on the part of the Insurer, (i) to the extent the Insurer makes payments, directly or indirectly, on account of principal of or interest on, the Series 2004-1 Notes to the Trustee for the benefit of the Series 2004-1 Noteholders or to the Series 2004-1 Noteholders (including any Preference Amounts as defined in the Insurance Policy), the Insurer will be fully subrogated to the rights of such Series 2004-1 Noteholders to receive such principal and interest and will be deemed to the extent of the payments so made to be a Series 2004-1 Noteholder and (ii) the Insurer shall be paid principal and interest in its capacity as a Series 2004-1 Noteholder until all such payments by the Insurer have been fully reimbursed, but only from the sources and in the manner provided in this Series Supplement for payment of such principal and interest and, in each case, only after the Series 2004-1 Noteholders have received all payments of principal and interest due to them under this Series Supplement on the related Payment Date.

SECTION 6.16.  Ford Covenants.  HVF hereby covenants and agrees with Ford that, only for so long as the Ford LOC Exposure Amount is greater than zero:

(a)  Distributions to HVF.  No amounts will be distributed to HVF pursuant to any provision of the Indenture if, after giving effect to that distribution, the Fleet Equity Amount would be less than the Required Minimum Fleet Equity Amount.

(b)  Inspection of Property, Books and Records.  It will permit representatives of Ford to visit and inspect any of its properties and to examine any of its books and records, and to discuss its affairs, finances and accounts with the Servicer and its officers, directors, employees and independent public accountants all at such reasonable times and on reasonable notice and as often as may reasonably be requested (but, prior to the occurrence of a Potential Amortization Event or an Amortization Event, not more than twice in any year).

(c)  Other Series Supplements.  Each Series Supplement will provide for the payment of Ford Reimbursement Obligations prior to any distribution or other release of funds to HVF thereunder and prior to any payment of any termination payments under Swap Agreements; provided, however, that on or prior to January 6, 2006, the Series 2002-1 Supplement, dated as of September 18, 2002, by and between HVF and the

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Trustee, as amended, supplemented or otherwise modified from time to time, will not be required to provide for any payment of Ford Reimbursement Obligations.

(d)  No Amendments.  It will not, without the prior written consent of Ford (which consent shall not be unreasonably withheld or delayed), (i) extend or otherwise modify the Three-Year Notes Expected Final Payment Date, the Three-Year Notes Legal Final Payment Date, the Class A-3 Expected Final Payment Date, the Class A-3 Legal Final Payment Date, the Class A-4 Expected Final Payment Date or the Class A-4 Legal Final Payment Date, (ii) amend, modify or waive Sections 2.02(d), (e) and (f), 2.03(d) and (e), 2.05(a), (b), and (d), 2.07(e) and (f), 2.08(b), (c), (e), (f)(I), (g), (h), (i), (j) and (k), 2.12 and 2.13, 6.05, 6.07, 6.09 6.12, 6.13 and 6.16 of this Series Supplement or any other provision of the Series 2004-1 Supplement providing for drawings on the Series 2004-1 Letters of Credit or withdrawals from the Series 2004-1 Reserve Account or the payment by HVF of Ford Reimbursement Obligations or any terms used in such provisions, (iii) amend, modify or waive the definitions of Fleet Equity Amount, Fleet Equity Condition or Required Minimum Fleet Equity Amount, or the effect of the use of those terms to prohibit certain payments; (iv) amend, modify or waive any of the provisions of any other Series Supplement providing for the payment by HVF of Ford Reimbursement Obligations, (v) amend, modify or waive the provisions of Sections 5.2(b) or 5.2(d) of the Base Indenture or (vi) amend, modify or waive the Base Indenture, enter into any Series Supplement or amend, modify or waive any Series Supplement in a manner that provides for an invested percentage calculation that is different than that contained in the Series Supplements relating to the Series of Notes being issued on the date hereof.

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IN WITNESS WHEREOF, HVF and the Trustee have caused this Series Supplement to be duly executed by their respective officers hereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC,
	by
			/s/ Robert H. Rillings
			Name:Robert H. Rillings
			Title:Vice President & Treasurer
BNY MIDWEST TRUST COMPANY, as Trustee,
		by
			/s/ Marian Onischak
			Name:Marian Onischak
			Title:Assistant Vice President

102

EX-4.9.7

EXHIBIT 4.9.7

SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING
LEASE AND SERVICING AGREEMENT

Dated as of August 1, 2006

between

HERTZ VEHICLE FINANCING LLC

as Lessor

and

THE HERTZ CORPORATION

as Lessee and Servicer

Table of Contents

	Page
1. DEFINITIONS	2
2. GENERAL AGREEMENT	2
2.1. Lease of Vehicles	2
2.2. Non-Liability of Lessor	2
2.3. Return	3
2.4. Lessee’s Right to Purchase Vehicles	3
2.5. Lessor’s Right to Cause Vehicles to be Sold	4
2.6. Redesignation of Vehicles	5
2.7. Limitations on the Leasing or Redesignation of Certain Vehicles	6
2.8. Conditions to Each Lease of Vehicle	6
2.9. Compliance with Master Exchange Agreement	7
3. TERM.	7
3.1. Vehicle Term	7
3.2. Term	8
4. RENT AND CHARGES	9
4.1. Monthly Base Rent	9
4.2. Monthly Variable Rent	9
4.3. Rent	9
4.4. Monthly Base Rent Adjustments	9
4.5. Payment of Monthly Base Rent	10
4.6. Payment of Monthly Variable Rent	10
4.7. Rejected Vehicles	10
4.8. Making of Payments	10
4.9. Billing Process	11
4.10. Casualty Payments	11
4.11. Late Payment	11
4.12. Prepayments	11
4.13. Net Lease	11
5. INSURANCE	12
5.1. Comprehensive Public Liability, Property Damage, and Catastrophic Physical Damage	12
5.2. Delivery of Certificate of Insurance	13
6. RISK OF LOSS; CASUALTY AND INELIGIBLE VEHICLE OBLIGATIONS.	13
6.1. Risk of Loss Borne by Lessees	13
6.2. Casualty; Ineligible Vehicles	13
7. VEHICLE USE	13
8. LIENS	14
9. NON-DISTURBANCE	14
10. FEES; TRAFFIC SUMMONSES; PENALTIES AND FINES	15
11. MAINTENANCE AND REPAIRS	15
12. VEHICLE WARRANTIES.	15
12.1. No Lessor Warranties	15

i

	Page
12.2. Manufacturer’s Warranties	16
13. VEHICLE USAGE GUIDELINES AND RETURN; SPECIAL DEFAULT PAYMENTS; EARLY TERMINATION PAYMENTS.	16
13.1. Usage	16
13.2. Return	16
13.3. Special Default Payments	16
13.4. Early Termination Payments	17
14. DISPOSITION PROCEDURE	17
15. ODOMETER DISCLOSURE REQUIREMENT	18
16. ASSIGNMENT.	18
16.1. Right of the Lessor to Assign this Agreement	18
16.2. Limitations on the Right of the Lessee to Assign this Agreement	18
17. DEFAULT AND REMEDIES THEREFOR.	18
17.1. Events of Default	18
17.2. Effect of Operating Lease Event of Default	19
17.3. Rights of Lessor Upon Operating Lease Event of Default	20
17.4. Liquidation Event of Default, Limited Liquidation Event of Default and Non-Performance of Certain Covenants.	21
17.5. Measure of Damages	21
17.6. Vehicle Return Default	22
17.7. Servicer Default	23
17.8. Application of Proceeds	23
18. MANUFACTURER EVENTS OF DEFAULT	23
19. CERTIFICATION OF TRADE OR BUSINESS USE	24
20. TITLE TO VEHICLES	24
21. RIGHTS OF LESSOR ASSIGNED TO TRUSTEE	24
22. MODIFICATION AND SEVERABILITY	25
23. SERVICER ACTING AS AGENT OF THE LESSOR	25
24. MINIMUM DEPRECIATION RATE	25
25. CERTAIN REPRESENTATIONS AND WARRANTIES	25
25.1. Organization; Power; Qualification	25
25.2. Authorization; Enforceability	26
25.3. Compliance	26
25.4. Other	26
25.5. Financial Statements	26
25.6. Investment Company Act	27
25.7. Supplemental Documents True and Correct	27
25.8. Manufacturer Programs	27
25.9. ERISA	27
25.10. Indemnification Agreement	27
25.11. Eligible Vehicles	28
26. CERTAIN AFFIRMATIVE COVENANTS	28

ii

	Page
26.1. Corporate Existence; Foreign Qualification	28
26.2. Books, Records and Inspections	28
26.3. ERISA	28
26.4. Merger	29
26.5. Reporting Requirements	29
26.6. Indemnification Agreement	30
26.7. Ford Program Agreements	30
27. NO PETITION	30
28. SUBMISSION TO JURISDICTION	31
29. GOVERNING LAW	31
30. JURY TRIAL	31
31. NOTICES	32
32. SURVIVABILITY	32
33. HEADINGS	33
34. EXECUTION IN COUNTERPARTS	33

iii

SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING
LEASE AND SERVICING AGREEMENT

This Second Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement (this “Agreement”), dated as of August 1, 2006, by and between HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), as lessor (in such capacity, the “Lessor”) and THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as lessee (in such capacity, the “Lessee”) and as servicer (in such capacity, the “Servicer”).

W I T N E S S E T H:

WHEREAS, HVF and Hertz entered into a Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of September 18, 2002, as amended pursuant to Amendment No. 1 to the Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of March 31, 2004, and as amended and restated pursuant to the Amended and Restated Master Motor Vehicle Operating Lease and Servicing Agreement, dated as of December 21, 2005 (the “Prior Agreement”);

WHEREAS, HVF and Hertz desire to amend and restate the Prior Agreement in its entirety as herein set forth;

WHEREAS, the Lessor has purchased or will purchase passenger automobiles and light duty trucks (the “HGI Vehicles”) from Hertz General Interest LLC (“HGI”) pursuant to the Purchase Agreement;

WHEREAS, the Lessor has received as a capital contribution from Hertz all of Hertz’s right, title and interest in and to the Initial Hertz Vehicles pursuant to the Hertz Contribution Agreement;

WHEREAS, the Lessor has purchased from Hertz Funding Corp. (“HFC”) all of HFC’s right, title and interest in and to the Service Vehicles (collectively with the HGI Vehicles and the Initial Hertz Vehicles, the “Vehicles”);

WHEREAS, the Lessor desires to lease to the Lessee and the Lessee desires to lease from the Lessor the Vehicles for use in connection with the daily rental car business of the Lessee or in the business of, pursuant to a sub-lease between the Lessee and Hertz Equipment Rental Corporation (“HERC”), Lessee’s wholly owned subsidiary, in connection with the daily equipment rental business of HERC, or by Hertz or HERC’s employees in their personal or professional capacities;

NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.  DEFINITIONS.  Except as otherwise specified, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule 1 to the Amended and Restated Base Indenture, dated as of December 21, 2005, between HVF, as Issuer, and BNY Midwest Trust Company, as Trustee, as such indenture may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

2.  GENERAL AGREEMENT.  The Lessee and the Lessor intend that this Agreement is a lease and that the relationship between the Lessor and the Lessee pursuant hereto shall always be only that of lessor and lessee, and the Lessee hereby declares, acknowledges and agrees that the Lessor is the owner of, and pursuant to the Nominee Agreement, the Hertz Nominee Agreement or the HFC Nominee Agreement, the Nominee, the Hertz Nominee or the HFC Nominee, as applicable, holds legal title to, the Vehicles.  The Lessee shall not acquire by virtue of this Agreement any right, equity, title or interest in or to any Vehicles, except the right to use the same under the terms hereof.  The parties agree that this Agreement is a “true lease” and agree to treat this Agreement as a lease for all purposes, including accounting, regulatory and otherwise, except it will be disregarded for income tax purposes.

2.1.  Lease of Vehicles.  From time to time, subject to the terms and provisions hereof, the Lessor agrees to lease to the Lessee, and the Lessee agrees to lease from the Lessor, New Vehicles identified in New Vehicle Schedules and Transferred Vehicles identified in Transferred Vehicle Schedules, in each case provided to the Lessor by the Servicer from time to time pursuant to Sections 1.04 and 1.06 of the Purchase Agreement.  This Agreement, together with the Manufacturer Programs, the New Vehicle Schedules, the Rejected Vehicle Schedules, the Transferred Vehicle Schedules, the Initial Hertz Vehicle Schedules, the Service Vehicle Schedules and any other related documents attached to this Agreement (collectively, the “Supplemental Documents”), will constitute the entire agreement regarding the leasing of Vehicles by the Lessor to the Lessee.

2.2.  Non-Liability of Lessor.  AS BETWEEN THE LESSOR AND THE LESSEE, ACCEPTANCE FOR LEASE OF THE VEHICLES UNDER THE PURCHASE AGREEMENT SHALL CONSTITUTE THE LESSEE’S ACKNOWLEDGMENT AND AGREEMENT THAT THE LESSEE HAS FULLY INSPECTED SUCH VEHICLES, THAT SUCH VEHICLES ARE IN GOOD ORDER AND CONDITION AND ARE OF THE MANUFACTURE, DESIGN, SPECIFICATIONS AND CAPACITY SELECTED BY THE LESSEE, THAT THE LESSEE IS SATISFIED THAT THE SAME ARE SUITABLE FOR THIS USE AND THAT THE LESSOR IS NOT A MANUFACTURER OR ENGAGED IN THE SALE OR DISTRIBUTION OF VEHICLES, AND HAS NOT MADE AND DOES NOT HEREBY MAKE ANY REPRESENTATION, WARRANTY OR COVENANT WITH RESPECT TO MERCHANTABILITY, CONDITION,

QUALITY, DURABILITY OR SUITABILITY OF SUCH VEHICLE IN ANY RESPECT OR IN CONNECTION WITH OR FOR THE PURPOSES OR USES OF THE LESSEE, OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT EXPRESS OR IMPLIED OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO.  THE LESSOR SHALL NOT BE LIABLE FOR ANY FAILURE TO PERFORM ANY PROVISION HEREOF RESULTING FROM FIRE OR OTHER CASUALTY, NATURAL DISASTER, RIOT, 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 CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES RESULTING FROM ANY DEFECT IN OR ANY THEFT, DAMAGE, LOSS OR FAILURE OF ANY VEHICLE, AND THERE SHALL BE NO ABATEMENT OF RENT OR OTHER AMOUNTS PAYABLE HEREUNDER BECAUSE OF THE SAME.

2.3.  Return.  (a)  The Servicer will act as the Lessor’s agent in returning (as set forth in this Section 2.3) or otherwise disposing of each Vehicle on the Vehicle Operating Lease Expiration Date with respect to such Vehicle.

(b)  The Lessee will, subject to Sections 2.4 and 2.5, return each Program Vehicle (other than a Casualty, a Rejected Vehicle or a Program Vehicle which has become an Ineligible Vehicle) to the Servicer in accordance with the requirements of Section 3.1(b), who upon receipt of such Program Vehicle will return such Program Vehicle to the nearest related Manufacturer official auction or other facility designated by such Manufacturer at the Lessee’s sole expense in accordance with the requirements of Section 3.1(b).

(c)  The Lessee will, subject to Sections 2.4 and 2.5, return each Non-Program Vehicle to the Servicer not less than thirty (30) days prior to the Maximum Lease Termination Date with respect to such Non-Program Vehicle, who upon receipt of such Non-Program Vehicle will dispose of such Non-Program Vehicle in accordance with the requirements of Section 2.5(b).

2.4.  Lessee’s Right to Purchase Vehicles.  The Lessee shall have the option, exercisable with respect to any Vehicle during the Vehicle Term, to purchase such Vehicle for an amount equal to the greater of (i) the Termination Value or (ii) the Market Value of such Vehicle, in each case, as of the date such amount shall be deposited in the Collection Account (the greater of such amounts being referred to as the “Vehicle Purchase Price”).  In the event the Lessee exercises its option to purchase any Vehicle, the Lessee shall pay the Vehicle Purchase Price of such Vehicle to the Lessor on or before the Payment Date with respect to the Related Month in which the Lessee elects to purchase such Vehicle and the Lessee will pay on or before such Payment Date all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent then due and payable with respect to such Vehicle through such Payment Date.  Monthly Base Rent and

Monthly Variable Rent will continue to accrue with respect to such Vehicle through such Payment Date.  The Lessor shall transfer title to any such Vehicle to, or shall direct the Nominee, the Hertz Nominee or the HFC Nominee, as applicable, to transfer title to any such Vehicle to, the Lessee concurrently with or promptly after the deposit of Vehicle Purchase Price (and any such unpaid Monthly Base Rent and Monthly Variable Rent) into the Collection Account.

2.5.  Lessor’s Right to Cause Vehicles to be Sold.  If the Lessee does not elect to purchase any Vehicle pursuant to Section 2.4, then:

(a)  The Lessor shall have the right, at any time with the consent of the Lessee or during the ninety (90) days prior to the expiration of the Maximum Term for a Program Vehicle, to direct the Servicer to arrange for the sale of such Program Vehicle to a third party, if permitted under the related Manufacturer Program, for a price greater than or equal to the Termination Value of such Program Vehicle, reduced by the amount of any non-return incentive received by the Lessor or payable to the Lessor from the Manufacturer in respect of such Program Vehicle pursuant to such Manufacturer Program if such Manufacturer is an Eligible Program Manufacturer, on or prior to the Maximum Lease Termination Date with respect to such Program Vehicle.  Notwithstanding the disposition of a Program Vehicle pursuant to this Section 2.5(a)  prior to the end of a calendar month, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent then due and payable with respect to such Program Vehicle through the Payment Date with respect to the Related Month during which the Disposition Proceeds of such Program Vehicle are deposited into the Collection Account, unless such Program Vehicle is a Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6.  When a sale of such Program Vehicle is arranged by the Servicer pursuant to this Section 2.5(a), (i) the Servicer shall deliver the Vehicle to the purchaser thereof and (ii) the Servicer shall cause to be deposited into the Collateral Account the funds paid for such Vehicle by the purchaser.

(b)  The Servicer shall use commercially reasonable efforts, at its own expense, to arrange for the sale of each Non-Program Vehicle to a third party for the Vehicle Purchase Price with respect to such Vehicle on or prior to the Maximum Lease Termination Date with respect to such Non-Program Vehicle.  Notwithstanding the disposition of a Non-Program Vehicle by the Servicer prior to the end of a calendar month, the Lessee shall pay to the Lessor all accrued and unpaid Monthly Base Rent and any Monthly Variable Rent then due and payable with respect to such Non-Program Vehicle through the Payment Date with respect to the Related Month during which the Disposition Proceeds of such Non-Program Vehicle are deposited into the Collection Account, unless such Non-Program Vehicle is a Casualty or becomes an Ineligible Vehicle, payment for which will be made in accordance with Section 6.  When a sale of such Non-Program Vehicle is arranged by the Servicer pursuant to this Section 2.5(b), (i) the Servicer shall deliver the Vehicle to the purchaser thereof and (ii) the Servicer shall cause to be deposited into the Collateral Account the funds paid for such Vehicle by the purchaser.

(c)  In the event any Vehicle or Vehicles are not purchased by the Lessee pursuant to Section 2.4, sold to a third party pursuant to Section 2.5 or returned to a Manufacturer pursuant to Section 3.1(b), the Servicer shall return such Vehicle to the Lessor, on the Payment Date with respect to the Related Month in which the applicable Maximum Lease Termination Date falls, and the Lessee shall pay an amount equal to all accrued but unpaid Monthly Base Rent and all Monthly Variable Rent payable with respect to such Vehicles through such Payment Date.

2.6.  Redesignation of Vehicles.  At any time, including without limitation, if (i) a Program Vehicle becomes ineligible for repurchase by its Manufacturer or for sale at Auction under the applicable Manufacturer Program or (ii) the return of a Program Vehicle to the applicable Manufacturer cannot otherwise be effected for any reason, the Lessor (or the Servicer on its behalf and at its instruction) may redesignate a Program Vehicle as a Non-Program Vehicle, provided that, unless such Manufacturer is a Defaulting Manufacturer, no Amortization Event or Potential Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing or would be caused by such redesignation and provided further, in each case, that in connection with such redesignation the Lessor shall establish a Depreciation Schedule for such redesignated Non-Program Vehicle in accordance with Section 24 and the Lessee shall pay to the Lessor on the next succeeding Payment Date an amount equal to the difference, if any, between the Net Book Value of such Vehicle as of the date of redesignation and an amount (the “Redesignation Amount”) equal to the Net Book Value of such Vehicle as of the date of redesignation had such Vehicle been a Non-Program Vehicle on the Vehicle Operating Lease Commencement Date for such Vehicle subject to such newly established Depreciation Schedule; provided further, however, that if a Program Vehicle is redesignated as a Non-Program Vehicle under the circumstances described in Section 18(b), if (x) the Manufacturer of such redesignated Non-Program Vehicle assumes the related Manufacturer Program in accordance with the Bankruptcy Code, (y) following such assumption, such redesignated Non-Program Vehicle continues to be eligible under such assumed Manufacturer Program and otherwise meets the qualifications for Program Vehicles under an Eligible Manufacturer Program and (z) there are at least thirty (30) days prior to the expiration of the Maximum Term for a Program Vehicle, the Lessor may redesignate such Non-Program Vehicle as a Program Vehicle, and, in connection with such redesignation, future Depreciation Charges in respect of such redesignated Program Vehicle shall be made in accordance with requirements for Program Vehicles set forth in the definition of Depreciation Charges and shall pay to the Lessee on the next succeeding Payment Date the Redesignation Amount paid by the Lessee to the Lessor in connection with the original designation of such Vehicle as a Non-Program Vehicle under the circumstances described in Section 18(b), together with an amount equal to the difference, if any, between the Net Book Value of such redesignated Program Vehicle as of the date of redesignation and an amount (the “Assumption Redesignation Amount”) equal to the Net Book Value of such redesignated Program Vehicle as of the date of redesignation of such Vehicle as a Program Vehicle had such Vehicle been a Program Vehicle on the Vehicle Operating Lease Commencement Date for such

Vehicle and such Vehicle had never been redesignated from a Program Vehicle to a Non-Program Vehicle; provided further that no payment shall be required to be made and no payment may be made by the Lessor pursuant to the immediately preceding proviso to the extent that an Amortization Event of Potential Amortization Event exists or would be caused by such payment.

2.7.  Limitations on the Leasing or Redesignation of Certain Vehicles.  The Lessor and the Lessee hereby agree that the Lessor shall not lease to the Lessee New Vehicles or Transferred Vehicles pursuant to Section 2.1, the Lessor shall not sell HVF Vehicles to HGI pursuant to Section 1.06 of the Purchase Agreement and the Lessor shall not redesignate Program Vehicles as Non-Program Vehicles pursuant to Section 2.6 if, as of the date of the addition of such New Vehicles or Transferred Vehicles hereunder, the sale of such HVF Vehicles or such redesignation, after giving effect to such addition, sale or redesignation, (a) an Enhancement Deficiency would exist (after giving effect to any simultaneous voluntary increases in the level of Enhancement permitted under the Indenture), unless (i) such addition, sale or redesignation would decrease the amount of, or cure, such Enhancement Deficiency or (ii) in the case of such redesignation, the Manufacturer of the applicable Vehicle is a Defaulting Manufacturer or (b) there would be a failure or violation of any other conditions, requirements or restrictions with respect to the leasing of Eligible Vehicles under this Agreement as is specified in any Series Supplement.

2.8.  Conditions to Each Lease of Vehicle.  The agreement of the Lessor to lease any Vehicle to the Lessee hereunder is subject to the following conditions precedent being satisfied on or prior to the Vehicle Operating Lease Commencement Date for such Vehicle.  The Lessee hereby agrees that each acceptance of a Vehicle under the Purchase Agreement, the Hertz Contribution Agreement or the HFC Purchase Agreement shall be deemed to constitute a representation and warranty by the Lessee to the Lessor and the Trustee that all the conditions precedent to the leasing of such Vehicle hereunder shall have been satisfied and shall constitute acceptance by the Lessee of such Vehicle under the Lease as of such Vehicle Operating Lease Commencement Date:

(a)  No Default.  No Potential Operating Lease Event of Default or Operating Lease Event of Default shall have occurred and be continuing on such date or would result from the leasing of such Vehicle hereunder;

(b)  Funding.  HVF shall have sufficient funds available under the Indenture or otherwise to purchase such Vehicle from HGI or HFC pursuant to the Purchase Agreement or the HFC Purchase Agreement, respectively;

(c)  Representations and Warranties.  The representations and warranties contained in Section 25 are true and correct in all material respects as of such date;

(d)  Eligible Vehicle.  Such Vehicle is an Eligible Vehicle and (x) if such Vehicle is being purchased under the HFC Purchase Agreement, such Vehicle satisfies the

definition of Service Vehicle and (y) if such Vehicle is being contributed pursuant to the Hertz Contribution Agreement, such Vehicle satisfies the definition of Initial Hertz Vehicle; and

(e)  No Violation of Section 2.7.  No violation of Section 2.7 shall have occurred and be continuing on such date or would result from the leasing of such Vehicle hereunder.

2.9.  Compliance with Master Exchange Agreement.  In connection with (x) any return by the Servicer of a Vehicle leased hereunder to a Manufacturer pursuant to Section 3.1(b), (y) any sale by the Servicer of a Vehicle leased hereunder to a third party pursuant to Section 2.5 or (z) other disposition of a Vehicle leased hereunder, the Servicer agrees, to the extent requested by the Lessor, to cooperate with the Lessor in effecting such sale or return on behalf of the Lessor pursuant to, and in accordance with, the terms of the Master Exchange Agreement.

3.  TERM.

3.1.  Vehicle Term.  (a)    The “Vehicle Operating Lease Commencement Date” with respect to any Vehicle shall mean the date referenced in the applicable New Vehicle Schedule, Transferred Vehicle Schedule, Initial Hertz Vehicle Schedule or Service Vehicle Schedule with respect to such Vehicle but in no event shall such date be a date later than the date that funds are expended by HVF to acquire such Vehicle (such date, the “Vehicle Funding Date” for such Vehicle).  The “Vehicle Term” with respect to each Vehicle (other than a Vehicle which has a Special Term) shall extend from the Vehicle Operating Lease Commencement Date through the earliest of (i) if such Vehicle is a Program Vehicle returned to a Manufacturer under a Manufacturer Program, the Turnback Date for such Vehicle, (ii) if such Vehicle is a Vehicle sold to a third party pursuant to Section 2.5, the date on which funds in respect of such sale are deposited in the Collection Account or an HVF Exchange Account (by such third party or by the Servicer on behalf of such third party), (iii) if such Vehicle is sold to the Lessee pursuant to Section 2.4, the date on which the Vehicle Purchase Price for such Vehicle is deposited into the Collection Account, (iv) if such Vehicle becomes a Casualty or an Ineligible Vehicle, the date funds in the amount of the Termination Value thereof are deposited in the Collection Account by the Lessee, (v) if such Vehicle becomes a Transferred HVF Vehicle, the date funds in the amount of the Transfer Price thereof are deposited in the Collection Account by HGI, (vi) if such Vehicle becomes a Rejected Vehicle, the date the Rejected Vehicle Payment is deposited in the Collection Account and (vii) the date that is the last Business Day of the month that is 36 months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such Vehicle (the earliest of such seven dates being referred to as the “Vehicle Operating Lease Expiration Date” for such Vehicle).  The “Vehicle Term” with respect to each Vehicle which has a Special Term shall extend through the earlier of (i) the last date of the Special Term for such Vehicle as the same may be extended in accordance with the

following sentence and (ii) the Vehicle Operating Lease Expiration Date for such Vehicle.  The Special Term shall be automatically renewed until the date that is the last Business Day of the month that is 36 months after the month in which the Vehicle Operating Lease Commencement Date occurs with respect to such Vehicle, unless the Lessor or the Lessee gives prior notice of non-renewal of the Special Term to the Lessor or the Lessee, as applicable, during the period of any Special Term, or the Vehicle Operating Lease Expiration Date occurs during the period of any Special Term.  The “Special Term” shall mean (i) 180 days with respect to Vehicles titled in the State of Texas and the State of Maryland; (ii) one year with respect to Vehicles titled in the State of Illinois; (iii) eleven months with respect to Vehicles titled in the State of Iowa, the Commonwealth of Massachusetts, the State of Maine, the State of Vermont and the Commonwealth of Virginia; (iv) 30 days with respect to Vehicles titled in the State of Nebraska and the State of West Virginia and (v) 28 days with respect to Vehicles titled in the State of South Dakota.

(b)  Subject to Sections 2.4 and 2.5(a), the Lessee shall deliver each Program Vehicle to the Servicer for return to the related Manufacturer in accordance with such Manufacturer Program (a) not prior to the end of the minimum holding period specified in the related Manufacturer Program (the “Minimum Term”), (b) not later than the end of the maximum holding period specified in the related Manufacturer Program (the “Maximum Term”), and (c) in any event, no later than the Maximum Lease Termination Date with respect to such Vehicle.  Upon receipt of a Program Vehicle for return to the related Manufacturer, the Servicer will return such Program Vehicle to the nearest related Manufacturer official auction or other facility designated by such Manufacturer at the Servicer’s expense and otherwise in accordance with the requirements of the applicable Manufacturer Program.  If the Lessee delivers a Program Vehicle to the Servicer for return to the related Manufacturer before the Minimum Term, the Lessee will make a payment in an amount equal to the Early Termination Payment to the Lessor in accordance with Section 13.4, unless such Vehicle is a Casualty or becomes an Ineligible Vehicle, in which case, the disposition of such Vehicle will be handled in accordance with Section 6.  If the Lessee delivers a Program Vehicle to the Servicer for return to the related Manufacturer after the Maximum Term, the Lessee shall pay to the Lessor the Casualty Payment in respect of such Vehicle in accordance with Section 6.

3.2.  Term.  The “Operating Lease Commencement Date” shall mean the Initial Closing Date.  The “Operating Lease Expiration Date” shall mean the later of (i) the date of the final payment in full of the last Note Outstanding and (ii) the Vehicle Operating Lease Expiration Date for the last Vehicle leased by the Lessee hereunder.  The “Term” of this Agreement shall mean the period commencing on the Operating Lease Commencement Date and ending on the Operating Lease Expiration Date.

4.  RENT AND CHARGES.  The Lessee will pay Rent due and payable on a monthly basis as set forth in this Section 4.

4.1.  Monthly Base Rent.  The “Monthly Base Rent” for each Payment Date and each Vehicle shall be the sum of all Depreciation Charges that have accrued with respect to such Vehicle during the Related Month, as adjusted in accordance with Section 4.4.

4.2.  Monthly Variable Rent.  The “Monthly Variable Rent” for each Payment Date and each Vehicle shall equal the sum of (1) the product of (a) an amount equal to the sum of (i) all interest accruing on each Series of Notes Outstanding during the Interest Period for such Series of Notes ending on such Payment Date or on a date immediately preceding such Payment Date, (ii) all interest due and payable under the HVF Credit Facility as of such Payment Date and (iii) all Carrying Charges for such Payment Date multiplied by (b) the quotient obtained by dividing (i) the Net Book Value as of the last day of the Related Month (or, if earlier, the Disposition Date) of such Vehicle by (ii) the aggregate Net Book Values as of the last day of the Related Month (or, if earlier, the Disposition Date) of all Vehicles leased hereunder during the Related Month plus (2) if such Vehicle is a Non-Eligible Program Vehicle or a Non-Program Vehicle, 1.50% of the Net Book Value of such Vehicle as of the last day of the Related Month (or, if later, as of the Vehicle Operating Lease Commencement Date of such Vehicle) plus (3) 2% per annum, payable at one-twelfth the annual rate, of the Net Book Value of such Vehicle as of the last day of the Related Month (or, if later, as of the Vehicle Operating Lease Commencement Date of such Vehicle).

4.3.  Rent.  “Rent” for each Vehicle means the Monthly Base Rent plus Monthly Variable Rent for such Vehicle.

4.4.  Monthly Base Rent Adjustments.  (a)  If the Vehicle Operating Lease Commencement Date occurs (i) with respect to a Program Vehicle, prior to the In-Service Date for such Program Vehicle pursuant to its Manufacturer Program set forth in the Monthly Servicing Certificate for the Related Month in which such Vehicle Operating Lease Commencement Date occurs or (ii) with respect to a Non-Program Vehicle, prior to the date designated as the In-Service Date of such Non-Program Vehicle set forth in the Monthly Servicing Certificate for the Related Month in which such Vehicle Operating Lease Commencement Date occurs, the Depreciation Charges that accrued with respect to such Vehicle between its Vehicle Operating Lease Commencement Date and its In-Service Date during the Related Month in which such Vehicle Operating Lease Commencement Date occurs shall be deducted from the Monthly Base Rent for such Vehicle for the following Payment Date.

(b)  If the Vehicle Operating Lease Commencement Date occurs (i) with respect to a Program Vehicle, after the In-Service Date for such Program Vehicle pursuant to its Manufacturer Program set forth in the Monthly Servicing Certificate for the Related Month in which such Vehicle Operating Lease Commencement Date occurs or (ii) with

respect to a Non-Program Vehicle, after the date designated as the In-Service Date of such Non-Program Vehicle set forth in the Monthly Servicing Certificate for the Related Month in which such Vehicle Operating Lease Commencement Date occurs, the Depreciation Charges that accrued with respect to such Non-Program Vehicle between its In-Service Date and its Vehicle Operating Lease Commencement Date during the Related Month in which such Vehicle Operating Lease Commencement Date occurs shall be included in the Monthly Base Rent for such Vehicle for the following Payment Date.

(c)  If a Program Vehicle is subject to a Manufacturer Program that calculates Depreciation Charges on a basis other than a 30-day month, an adjustment shall be made to the Monthly Base Rent for such Vehicle for the Payment Date following the Related Month in which the Vehicle Operating Lease Expiration Date for such Program Vehicle occurs to reconcile the Depreciation Charges that accrued with respect to such Program Vehicle during the Vehicle Term of such Program Vehicle with the depreciation charges that accrued with respect to such Program Vehicle under the applicable Manufacturer Program.

4.5.  Payment of Monthly Base Rent.  On each Payment Date, after giving full credit for all prepayments on account thereof pursuant to Section 4.12, the Lessee shall pay to the Lessor the Monthly Base Rent for such Payment Date for each Vehicle that was leased by the Lessee under this Agreement on any day during the Related Month.

4.6.  Payment of Monthly Variable Rent.  On each Payment Date, after giving full credit for all prepayments on account thereof pursuant to Section 4.12, the Lessee shall pay to the Lessor the Monthly Variable Rent for such Payment Date for each Vehicle that was leased by the Lessee under this Agreement on any day during the Related Month.

4.7.  Rejected Vehicles.  If a Vehicle becomes a Rejected Vehicle on any day during the Related Month and HGI makes the Rejected Vehicle Payment within five Business Days of the date such Vehicle became a Rejected Vehicle, Monthly Base Rent shall not be payable by the Lessee in respect of such Vehicle for the following Payment Date.  If a payment of Monthly Base Rent is made on the Payment Date during the Related Month in which a Vehicle becomes a Rejected Vehicle, the amount of such payment shall be credited to the Lessee on the following Payment Date (such amount being referred to as a “Rejected Vehicle Credit”).

4.8.  Making of Payments.  All payments of Rent hereunder (and any other payments hereunder) shall be made by the Lessee to, or for the account of, the Lessor in immediately available funds, without setoff, counterclaim or deduction of any kind.  All such payments shall be deposited into the Collection Account not later than 12:00 noon, New York City time, on the date due.  If any payment of Rent (or any other payments hereunder) falls due on a day which is not a Business Day, then such due date shall be extended to the next following Business Day and Monthly Variable Rent shall accrue through such Business Day.  If the 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 with respect to such Payment Date pursuant to Section 4.12, then the payment received from the Lessee in respect of such Payment Date shall be first applied to the Monthly Variable Rent due on such Payment Date.

4.9.  Billing Process.  The Servicer shall calculate all Rent, Casualty Payments, Special Default Payments, Early Termination Payments, Redesignation Amounts and Rejected Vehicle Credits.  The Servicer shall aggregate the Lessee’s Rent due on all Vehicles, together with any other amounts due to the Lessor and any credits owing to the Lessee, and provide to the Lessor a monthly statement of the total amount, in a form acceptable to the Lessor, no later than the Determination Date.  The monthly statement shall include a description of the charges owing from the Lessee and credits owing to the Lessee.

4.10.  Casualty Payments.  On each Payment Date, after giving full credit for all prepayments on account thereof pursuant to Section 4.12, the Lessee shall pay to the Lessor all Casualty Payments and Early Termination Payments that have accrued with respect to all Vehicles that were leased by the Lessee as provided in Section 6.2 and Section 13.4.

4.11.  Late Payment.  In the event the 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 the Lessee will pay a charge equal to (i) interest payable by HVF on any overdue amounts owed by HVF on its related obligations, or (ii) if no such interest is due and payable by HVF, one-month LIBOR plus 1.0%, times the delinquent amount from the Payment Date until such delinquent amount (with accrued interest) is received by the Trustee.  “LIBOR” means, with respect to amounts due and unpaid under this Agreement, the London Interbank Offered Rate appearing on Page 3750 of the Dow Jones Market Screen (or on any successor or substitute page of such service or any successor to or substitute for such screen, providing rate quotations comparable to those currently provided on such page of such screen) at approximately 11:00 a.m., London time as the rate for dollar deposits with a one-month maturity that is effective on the date that such amounts are due and unpaid under this Agreement.

4.12.  Prepayments.  On any date, the Lessee may, at its option, pay to the Lessor, in whole or in part, any month’s Rent or other payments, or portion thereof, in advance of the related Payment Date to the extent that such Rent or other payments have accrued.

4.13.  Net Lease.  THIS AGREEMENT SHALL BE A NET LEASE, AND THE 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, COUNTERCLAIM, DEDUCTION OR REDUCTION FOR ANY REASON

WHATSOEVER.  The obligations and liabilities of the 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 Vehicles or any part thereof; (ii) any damage to, removal, abandonment, salvage, loss, scrapping or destruction of or any requisition or taking of the Vehicles or any part thereof; (iii) any restriction, prevention or curtailment of or interference with any use of the Vehicles or any part thereof; (iv) any defect in or any Lien on title to the Vehicles or any part thereof; (v) any change, waiver, extension, indulgence or other action or omission in respect of any obligation or liability of the Lessee or the Lessor; (vi) any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation or other like proceeding relating to the 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 the Lessee has or might have against any Person, including without limitation the Lessor; (viii) any failure on the part of the Lessor or the 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 Related Documents or any provision of any thereof, in each case whether against or by the Lessee or otherwise; (x) any insurance premiums payable by the Lessee with respect to the Vehicles; or (xi) any other occurrence whatsoever, whether similar or dissimilar to the foregoing, whether or not the Lessee shall have notice or knowledge of any of the foregoing and whether or not foreseen or foreseeable.  This Agreement shall be noncancellable by the Lessee and, except as expressly provided herein, the 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 the Lessee hereunder.  All payments by the Lessee made hereunder shall be final (except to the extent of adjustments provided for herein), absent manifest error and, except as otherwise provided herein, the Lessee shall not seek to recover any such payment or any part thereof for any reason whatsoever, absent manifest error.  If for any reason whatsoever this Agreement shall be terminated in whole or in part by operation of law or otherwise except as expressly provided herein, the Lessee shall nonetheless pay an amount equal to all Rent and all other amounts due hereunder at the time and in the manner that such payments would have become due and payable under the terms of this Agreement as if it had not been terminated in whole or in part.  All covenants and agreements of the Lessee herein shall be performed at its cost, expense and risk unless expressly otherwise stated.

5.  INSURANCE.  The Lessee represents that it is and at all times hereunder shall remain a self-insurer, or will provide insurance, in accordance with all applicable state law requirements and agrees to maintain or cause to be maintained insurance/self-insurance coverage in force as follows:

5.1.  Comprehensive Public Liability, Property Damage, and Catastrophic Physical Damage.  Comprehensive public liability and property damage protection

in respect of the possession, condition, maintenance, operation and use of the Vehicles, in the amount required to meet the minimum financial responsibility requirements mandated by applicable state law for each occurrence, and catastrophic physical damage insurance, in an amount not less than $50,000,000.  Catastrophic physical damage insurance shall name the Collateral Agent as loss payee as its interests may appear.

5.2.  Delivery of Certificate of Insurance.  On or prior to the Initial Closing Date, the Lessee shall deliver to the Lessor, the Trustee and the Collateral Agent a certificate(s) of insurance/self-insurance as to the items required by Section 5.1 herein above.  The Lessee shall not change or cancel such insurance/self-insurance without giving at least 30 days’ prior written notice to the Lessor, the Trustee and the Collateral Agent.  Any insurance, as opposed to self-insurance, obtained by the Lessee shall be obtained from a  Qualified Insurer only.

6.  RISK OF LOSS; CASUALTY AND INELIGIBLE VEHICLE OBLIGATIONS.

6.1.  Risk of Loss Borne by Lessees.  Upon payment by the Lessor for each Vehicle, as between the Lessor and the Lessee, the Lessee assumes and bears the risk of loss, damage, theft, taking, destruction, attachment, seizure, confiscation or requisition with respect to such Vehicle, however caused or occasioned, and all other risks and liabilities, including personal injury or death and property damage, arising with respect to such Vehicle or the manufacture, purchase, acceptance, rejection, ownership, delivery, leasing, subleasing, possession, use, inspection, registration, operation, condition, maintenance, repair, storage, sale, return or other disposition of such Vehicle, howsoever arising.

6.2.  Casualty; Ineligible Vehicles.  If a Vehicle suffers a Casualty or becomes an Ineligible Vehicle, then the Lessee will promptly (i) notify the Servicer thereof and the Servicer shall include notice of such occurrence in the Monthly Servicing Certificate for the Related Month during which such Vehicle suffered the Casualty or became an Ineligible Vehicle and (ii) promptly, but in no event later than the Payment Date with respect to the Related Month during which such Vehicle suffered a Casualty or became an Ineligible Vehicle, pay to the Lessor the Termination Value of such Vehicle as of the date such Vehicle became a Casualty or an Ineligible Vehicle (the “Casualty Payment”).  Upon receipt of the Casualty Payment on or before the next Payment Date, this Agreement will terminate with respect to such Vehicle.  Upon receipt of the Casualty Payment by the Lessor, (i) the Lessor shall cause title to such Vehicle to be transferred to the Lessee and (ii) the Lessee shall be entitled to any physical damage insurance proceeds applicable to such Vehicle.

7.  VEHICLE USE.  The Lessee may use Vehicles leased hereunder in its regular course of business and the Lessee’s and its subsidiaries’ employees may use Vehicles leased hereunder in their personal or professional capacities, subject to Sections 2.5 and 17 hereof and Section 9.2 of the Base Indenture.  Such use shall be confined primarily to

the United States, with limited use in Canada and Mexico; provided that the principal place of business or rental office of the Lessee with respect to the Vehicles is located in the United States.  Subject to the preceding sentence, the Lessee may, at its sole expense, change the place of principal location of any Vehicles.  Notwithstanding the foregoing, no change of location shall be undertaken unless and until all legal requirements applicable to such Vehicles shall have been met or obtained.  The Lessee shall not knowingly use any Vehicles or knowingly permit the same to be used for any unlawful purpose.  The Lessee shall use reasonable precautions to prevent loss or damage to Vehicles.  The Lessee shall comply with all applicable statutes, decrees, ordinances and regulations regarding titling, registering, leasing, insuring and disposing of Vehicles and shall take reasonable steps to ensure that operators are licensed.  The Lessee and the Lessor agree that the Lessee shall perform, at its own expense, such Vehicle preparation and conditioning services with respect to Vehicles leased by the Lessee hereunder as are customary.  The Lessor or the Trustee, or any authorized representative of the Lessor or the Trustee, may during reasonable business hours from time to time, without disruption of the Lessee’s business, subject to applicable law, inspect Vehicles wherever they are located.  In addition to its normal daily rental operations, the Lessee may sublet Vehicles to (A) Person(s) in the ordinary course of business, so long as (i) the sublease to such Person(s) is subject to the terms and conditions of this Agreement, (ii) the Vehicles being subleased are being used in such Person(s)’ daily rental car business and (iii) the aggregate Net Book Value of the Vehicles being subleased at any one time is less than ten percent of the aggregate Net Book Value of all Vehicles being leased under this Agreement at such time, and (B) to any wholly-owned subsidiary of the Lessee (including HERC), so long as (i) the sublease of such Vehicles to such wholly-owned subsidiary is subject to the terms and conditions of this Agreement and expressly states that it is subordinate in all respects to this Agreement and (ii) the Vehicles being subleased are being used in such wholly-owned subsidiary’s daily rental car business or equipment rental business, or by such subsidiary’s employees in their personal or professional capacities.  The sublease of any Vehicles permitted by this Section 7 shall not release the Lessee from any obligations under this Agreement.

8.  LIENS.  The Lessor may grant security interests in the Vehicles leased by the Lessee hereunder without consent of the Lessee.  Except for Permitted Liens, the Lessee shall keep all Vehicles free of all Liens arising during the Term.  If on the Vehicle Operating Lease Expiration Date for any Vehicle, there is a Lien on such Vehicle, the Lessor may, in its discretion, remove such Lien 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 upon demand by the Lessor.

9.  NON-DISTURBANCE.  So long as the Lessee satisfies its obligations hereunder, its quiet enjoyment, possession and use of the Vehicles will not be disturbed during the Term subject, however, to Sections 2.5 and 17 hereof and except that the Lessor and the Trustee each retains the right, but not the duty, to inspect such Vehicles without disturbing the ordinary conduct of the Lessee’s business.  Upon the request of the Lessor or the Trustee from time to time, the Lessee will make reasonable efforts to confirm to the Lessor and the Trustee the location, mileage and condition of each Vehicle leased by the Lessee hereunder and to make available for the Lessor’s or the Trustee’s

inspection within a reasonable time period, not to exceed 45 days, such Vehicles at the location where such Vehicles are normally domiciled.  Further, the Lessee will, during normal business hours and with prior notice of three Business Days, make its records pertaining to the Vehicles available to the Lessor or the Trustee for inspection at the location where the Lessee’s records are normally domiciled.

10.  FEES; TRAFFIC SUMMONSES; PENALTIES AND FINES.  The Lessee shall be responsible for the payment of all registration fees, title fees, license fees or other similar governmental fees and taxes (including the cost of any recording or registration fees or other similar governmental charges with respect to the notation on the Certificates of Title of the Vehicles of the interest of the Collateral Agent), all costs and expenses in connection with the transfer of title of, or reflection of the interest of any lienholder in, any Vehicle, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any Governmental Authority or any court of law or equity with respect to such Vehicles in connection with the Lessee’s operation of such Vehicles.  Pursuant to the Nominee Agreement, the Hertz Nominee Agreement or the HFC Nominee Agreement, the Lessor has directed the Nominee or the HFC Nominee, respectively, to execute a power of attorney to the Servicer to allow the Servicer to title, register and dispose of the Vehicles leased hereunder in accordance with the terms hereof.  Pursuant to the Hertz Nominee Agreement, the Lessor has directed the Hertz Nominee to execute a power of attorney to the Lessor, and the Lessor has in turn executed a power of attorney to the Servicer, to allow the Servicer to title, register and dispose of the Vehicles leased hereunder in accordance with the terms hereof.

11.  MAINTENANCE AND REPAIRS.  The Lessee shall pay for all maintenance and repairs to keep the Vehicles in good working order and condition, and the Lessee will maintain the Vehicles as required in order to keep the Manufacturer’s warranty in force.  The Lessee will return Vehicles to an authorized Manufacturer facility or Manufacturer authorized warranty station for warranty work.  The Lessee will comply with any Manufacturer’s recall of any Vehicle.  The Lessee will pay, or cause to be paid, all usual and routine expenses incurred in the use and operation of Vehicles including, but not limited to, fuel, lubricants, and coolants.  The Lessee shall not make any material alterations to any Vehicles without the prior consent of the Lessor.  Any improvements or additions to any Vehicles shall become and remain the property of the Lessor, except that any addition to Vehicles made by the Lessee shall remain the property of the Lessee if such addition can be disconnected from such Vehicles without impairing the functioning of such Vehicles or its resale value, excluding such addition.

12.  VEHICLE WARRANTIES.

12.1.  No Lessor Warranties.  THE LESSEE ACKNOWLEDGES THAT THE LESSOR IS NOT THE MANUFACTURER, THE AGENT OF THE MANUFACTURER, OR THE DISTRIBUTOR OF THE VEHICLES.  THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE FITNESS, SAFENESS, DESIGN, MERCHANTABILITY, CONDITION, QUALITY, CAPACITY OR

WORKMANSHIP OF THE VEHICLES NOR ANY WARRANTY THAT THE VEHICLES WILL SATISFY THE REQUIREMENTS OF ANY LAW OR ANY CONTRACT SPECIFICATION, AND AS BETWEEN THE LESSOR AND THE LESSEE, THE LESSEE AGREES TO BEAR ALL SUCH RISKS AT ITS SOLE COST AND EXPENSE.  THE LESSEE SPECIFICALLY WAIVES ALL RIGHTS TO MAKE CLAIMS AGAINST THE LESSOR AND ANY VEHICLE FOR BREACH OF ANY WARRANTY OF ANY KIND WHATSOEVER AND, AS TO THE LESSOR, THE LESSEE LEASES THE VEHICLES “AS IS.”  IN NO EVENT SHALL THE LESSOR BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHATSOEVER OR HOWSOEVER CAUSED.

12.2.  Manufacturer’s Warranties.  If a Vehicle is covered by a Manufacturer’s warranty, the Lessee, during the Vehicle Term for such Vehicle, shall have the right to make any claims under such warranty which the Lessor could make.

13.  VEHICLE USAGE GUIDELINES AND RETURN; SPECIAL DEFAULT PAYMENTS; EARLY TERMINATION PAYMENTS.

13.1.  Usage.  As used herein, “Vehicle Turn-In Condition” (a) with respect to each Program Vehicle shall mean the standard established by a set of criteria for evaluating such Vehicle upon its delivery to the Manufacturer and shall be determined in accordance with the related Manufacturer Program and (b) with respect to each Non-Program Vehicle shall mean (i) if such Non-Program Vehicle is manufactured by the same Manufacturer as any Program Vehicle leased hereunder, the same standard as required with respect to such Program Vehicle and (ii) if such Non-Program Vehicle does not satisfy clause (i) above, such condition that would reasonably be considered to be normal wear and tear or otherwise de minimis damages by the Manufacturer of such Vehicle (or its authorized agent) under such Manufacturer’s Manufacturer Program or, if such Manufacturer does not maintain a Manufacturer Program, under the Manufacturer Program of another Manufacturer with comparable sales volume.

13.2.  Return.  The Lessee agrees that the Vehicles will be in Vehicle Turn-In Condition upon return to the Lessor pursuant to Section 2.3.  Any rebate or credits applicable to the unexpired term of any license plates for a Vehicle leased hereunder shall inure to the benefit of the Lessee.  Each Program Vehicle not meeting the Vehicle Turn-In Condition under the applicable Manufacturer Program will, unless redesignated as a Non-Program Vehicle pursuant to Section 2.6, be treated as a Casualty.  The Lessee will provide condition report data concerning the Program Vehicles returned to the Manufacturers during the Related Month to the Lessor in the format set forth on the Condition Report(s) on the Determination Date.

13.3.  Special Default Payments.  (a)  On the Determination Date immediately following the receipt of payment of the Repurchase Price of each

Program Vehicle from the Manufacturer (or the receipt of payment of the Repurchase Price of each such Program Vehicle sold through an auction conducted by or through a Manufacturer) or on the Determination Date immediately following the date by which the Repurchase Price of each such Program Vehicle turned back to a Manufacturer would have been paid if not for a Manufacturer Event of Default, the Servicer will calculate the amount of any Excess Damage Charges and/or Excess Mileage Charges applicable to such Program Vehicle pursuant to the applicable Manufacturer Program, and the Lessee will pay the full amount of such charges to the Lessor on the Payment Date immediately following such Determination Date (any such charges are referred to as “Program Vehicle Special Default Payments”).

(b)  On the first Determination Date following the last day of the Related Month in which the Disposition Proceeds from the sale or other disposition of any Non-Program Vehicle (other than a Casualty, a Vehicle that has been purchased by the Lessee pursuant to Section 2.4 or a Transferred HVF Vehicle) are deposited into a Collateral Account, the Servicer will calculate, in respect of such Non-Program Vehicle, an amount equal to the quotient of (i) the sum of all Program Vehicle Special Default Payments payable by the Lessee on the twelve Payment Dates preceding such Determination 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 Related Months respectively preceding such twelve Payment Dates, and the Lessee will pay such amount to the Lessor on the Payment Date immediately following such Determination Date (any such charges are referred to as “Non-Program Vehicle Special Default Payments” and, together with the Program Vehicle Special Default Payments, the “Special Default Payments”).

13.4.  Early Termination Payments.  If the Lessee turns back any Program Vehicle to a Manufacturer under its Manufacturer Program before the Minimum Term, on the Payment Date immediately following the receipt of the Repurchase Price of such Vehicle from such Manufacturer or on the Payment Date immediately following the date by which the Repurchase Price would have been paid if not for a Manufacturer Event of Default, the Lessee will pay the Lessor an amount equal to the excess, if any, of (x) the Termination Value of such Vehicle (as of the Turnback Date) over (y) the sum of the Repurchase Price received with respect to such Vehicle or that would have been received but for a Manufacturer Event of Default, as applicable, and any Special Default Payments made by the Lessee in respect of such Vehicle pursuant to Section 13.3 (any such amount is referred to as an “Early Termination Payment”).  On each Payment Date, the Lessee shall pay to the Lessor all Early Termination Payments that have accrued during the Related Month.  The provisions of this Section 13.4 will survive the expiration or earlier termination of the Term.

14.  DISPOSITION PROCEDURE.  The Servicer will comply with the requirements of law and the requirements of the Manufacturer Programs in connection with, among other things, the delivery of Certificates of Title and documents of transfer signed as necessary, signed Condition Reports, and signed odometer statements to be

submitted with the Program Vehicles returned to a Manufacturer pursuant to Section 3.1(b) and accepted by the Manufacturer or its agent at the time of Program Vehicle return.

15.  ODOMETER DISCLOSURE REQUIREMENT.  The Servicer agrees to comply with all requirements of law and all Manufacturer Program requirements with respect to each Vehicle in connection with the transfer of ownership by the Lessor of such Vehicle, including, without limitation, the submission of any required odometer disclosure statement at the time of any such transfer of ownership.

16.  ASSIGNMENT.

16.1.  Right of the Lessor to Assign this Agreement.  The Lessor shall have the right to finance the acquisition and ownership of Vehicles by selling or assigning its right, title and interest in this Agreement, including, without limitation, in moneys due from the Lessee and any third party under this Agreement, to the Trustee for the benefit of the Noteholders; provided, however, that any such sale or assignment shall be subject to the rights and interest of the Lessee in the Vehicles, including but not limited to the Lessee’s right of quiet and peaceful possession of such Vehicles as set forth in Section 9 hereof, and under this Agreement.

16.2.  Limitations on the Right of the Lessee to Assign this Agreement.  The Lessee shall not assign this Agreement or any of its rights hereunder to any other party; provided, however, that the Lessee may rent the Vehicles leased hereunder under the terms of its normal daily rental programs, and may sublease Vehicles pursuant to Section 7.  Any purported assignment in violation of this Section 16.2 shall be void and of no force or effect.  Nothing contained herein shall be deemed to restrict the right of the Lessee to acquire or dispose of, by purchase, lease, financing, or otherwise, motor vehicles that are not subject to the provisions of this Agreement.

17.  DEFAULT AND REMEDIES THEREFOR.

17.1.  Events of Default.  Any one or more of the following will constitute an event of default (an “Operating Lease Event of Default”) as that term is used herein:

17.1.1.  there occurs a default in the payment of any Rent or other amount payable by the Lessee under this Agreement for a period of five Business Days (without giving effect to any payment made with available Enhancement);

17.1.2.  any unauthorized assignment or transfer of this Agreement by the Lessee occurs;

17.1.3.  the failure, in any material respect, of the Lessee to maintain, or cause to be maintained, insurance as required in Section 5;

17.1.4.  the failure, in a material respect, of the Lessee to observe or perform any other covenant, condition, agreement or provision hereof, including, but not limited to, usage, and maintenance, and such default continues for more than thirty (30) days after the earlier of the date written notice thereof is delivered by the Lessor or the Trustee to the Lessee or the Lessee has actual knowledge thereof;

17.1.5.  if any representation or warranty made by the Lessee herein is inaccurate or incorrect or is breached or is false or misleading in any material respect 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 the Lessee to the Lessor or the Trustee is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Trustee to the Lessee and (y) the date the Lessee learns of such circumstance or condition;

17.1.6.  an Event of Bankruptcy occurs with respect to the Lessee;

17.1.7.  this Agreement or any portion thereof ceases to be in full force and effect or a proceeding shall be commenced by the Lessee to establish the invalidity or unenforceability of this Agreement;

17.1.8.  a Servicer Default occurs; or

17.1.9.  a Liquidation Event of Default occurs.

17.2.  Effect of Operating Lease Event of Default.  If any Operating Lease Event of Default described in Sections 17.1.1, 17.1.2, 17.1.6 or 17.1.9 shall occur, (x) the right of the Lessee to lease additional Vehicles from the Lessor shall immediately terminate and (y) any accrued and unpaid Rent and all other payments accrued but unpaid under this Agreement shall automatically, without further action by the Lessor or the Trustee, become immediately due and payable and (z) the Lessee shall, at the request of the Lessor or the Trustee acting at the direction of the Requisite Investors, return or cause to be returned all Vehicles leased by the Lessee subject to this Agreement to the Lessor or the Trustee as the case may be in accordance with the provisions of Section 2.3.  If any other Operating Lease Event of Default shall occur, (x) the right of the Lessee to lease additional Vehicles from the Lessor shall automatically terminate and (y) the Trustee acting at the direction of the Requisite Investors may declare any accrued and unpaid Rent and all other payments accrued but unpaid under this Agreement to be due and payable whereupon such Rent and such other charges, amounts and payments shall become immediately due and payable.

17.3.  Rights of Lessor Upon Operating Lease Event of Default.  If an Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default shall occur, then the Lessor at its option may:

(i)  in the case of an Operating Lease Event of Default, proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Lessee of the applicable covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5; or

(ii)  in the case of a Liquidation Event of Default, by notice in writing to the Lessee, terminate this Agreement in its entirety and/or the right of possession hereunder of the Lessee of any or all Vehicles and the Lessor may direct delivery by the Servicer of Certificates of Title for the Vehicles to or upon the direction of the Lessor, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, its liability will be calculated in accordance with Section 17.5); and, in the case of a Limited Liquidation Event of Default, the Lessor may, by notice in writing to the Lessee, terminate the right of possession hereunder of such number of Vehicles as will generate disposition proceeds in an amount sufficient to pay all principal of and interest on (and all other amounts due the Holders of) the Series of Notes as to which the Limited Liquidation Event of Default shall have occurred, whereupon all rights and interests of the Lessee to such Vehicles will cease and terminate (but the Lessee will remain liable hereunder as provided, provided, however that its liability will be calculated in accordance with Section 17.5).  Upon termination of the right of possession of the Lessee with respect to any Vehicles, the Lessor or its agents may peaceably enter upon the premises of the Lessee or other premises where such Vehicles may be located and take possession of them and thenceforth hold, possess and enjoy the same free from any right of the Lessee, or its successors or assigns, to use such Vehicles for any purpose whatsoever, and the Lessor will, nevertheless, have a right to recover from the Lessee any and all amounts which under the terms of this Section 17.3 (as limited by Section 17.5 of this Agreement) as may be then due.  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 the Lessee will in any case be calculated in accordance with Section 17.5.  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.  Any extension of time for payment hereunder or other indulgence duly granted to the Lessee will not otherwise alter or affect the Lessor’s rights or the obligations hereunder of the 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.

17.4.  Liquidation Event of Default, Limited Liquidation Event of Default and Non-Performance of Certain Covenants.

(i)  If a Liquidation Event of Default or a Limited Liquidation Event of Default shall have occurred and be continuing, the Trustee, to the extent provided in the Indenture, shall have the rights against the Lessee and the Collateral provided in the Indenture and the Collateral Agency Agreement upon a Liquidation Event of Default or a Limited Liquidation Event of Default, as the case may be, including the right to take possession of all or a portion of the Vehicles immediately from the Lessee.

(ii)  Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default, the Servicer shall return any or all 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.  Upon the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default, the Servicer shall dispose of any or all Non-Program Vehicles in accordance with the instructions of the Lessor.  To the extent the Servicer fails to so dispose of any such Non-Program Vehicles, the Lessor shall have the right to otherwise dispose of such Non-Program Vehicles.  In addition, following the occurrence of a Liquidation Event of Default or a Limited Liquidation Event of Default, the Lessor shall have all of the rights, remedies, powers, privileges and claims vis-a-vis the Lessee, necessary or desirable to allow the Trustee to exercise the rights, remedies, powers, privileges and claims given to the Trustee pursuant to Sections 3.3 and 9.2 of the Indenture, and the Lessee acknowledges that it has hereby granted to the Lessor all of the rights, remedies, powers, privileges and claims granted by the Lessor to the Trustee pursuant to Article 3 of the Indenture and that the Trustee may act in lieu of the Lessor in the exercise of all such rights, remedies, powers, privileges and claims.

17.5.  Measure of Damages.  If an Operating Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default occurs and the Lessor or the Trustee exercises the remedies granted to the Lessor or the Trustee under this Article 17 or Section 9.2 of the Indenture, the amount that the Lessor shall be permitted to recover from the Lessee as payment shall be equal to:

(i)  all accrued and unpaid Rent for each Vehicle to the earlier of the date of the return to the Lessor of such Vehicle or disposition by the Servicer of such Vehicle in accordance with the terms of this Agreement and all other payments payable under this Agreement; plus

(ii)  any reasonable out-of-pocket damages and expenses, including reasonable attorneys’ fees and expenses which the Lessor or the Trustee will have sustained by reason of the Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default, 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

Vehicles or in the enforcement of any right or privilege hereunder or in any consultation or action in such connection; plus

(iii)  interest from time to time on amounts due and unpaid under this Agreement at one-month LIBOR plus 1.0% computed from the date of the Operating Lease Event of Default, Limited Liquidation Event of Default or Liquidation Event of Default or the date payments were originally due to the Lessor under this Agreement or from the date of each expenditure by the Lessor or the Trustee, as applicable, which is recoverable from the Lessee pursuant to this Section 17, as applicable, to and including the date payments are made by the Lessee.

17.6.  Vehicle Return Default.  If the Lessee fails to comply with the provisions of (a) Section 2.3 hereof with respect to any Vehicle or (b) Section 3.1 with respect to returning any Program Vehicles to the Servicer for return to the related Manufacturer not later than the end of the Maximum Term (each, a “Vehicle Return Default”), and the Vehicle is not redesignated as a Non-Program Vehicle in accordance with Section 2.6, then the Lessor at its option may:

(i)  proceed by appropriate court action or actions, either at law or equity, to enforce performance by the Lessee of such covenants and terms of this Agreement or to recover damages for the breach hereof calculated in accordance with Section 17.5 as it relates to such Vehicle; or

(ii)  by notice in writing to the Lessee following the occurrence of such Vehicle Return Default, terminate this Agreement with respect to such Vehicle and/or the right of possession hereunder of the Lessee with respect to such Vehicle and the Lessor may direct delivery by the Servicer of the Certificate of Title to such Vehicle to or upon the order of the Lessor, whereupon all rights and interests of the Lessee to such Vehicle will cease and terminate (but the Lessee will remain liable hereunder as herein provided, provided, however, that its liability will be calculated in accordance with Section 17.5 as it relates to such Vehicle); and thereupon the Lessor or its agents may peaceably enter upon the premises of the Lessee or other premises where the Vehicle may be located and take possession of it and thenceforth hold, possess and enjoy the same free from any right of the Lessee or its successors or assigns to use such Vehicle for any purpose whatsoever and the Lessor will nevertheless have a right to recover from the Lessee any and all amounts which, under the terms of this Agreement may then be due; or

(iii)  hold, keep idle or lease to others such Vehicle, as the Lessor in its sole discretion may determine, free and clear of any rights of the Lessee without any duty to account to the Lessee with respect to such action or inaction or for any proceeds with respect to such action or inaction except that the Lessee’s obligation to pay Monthly Base Rent for periods commencing after the Lessee shall have been deprived of the use of such Vehicle pursuant to this clause (iii) shall be reduced by the net proceeds, if any, received by the Lessor from leasing such Vehicle to any person other than the Lessee for the same period or any portion thereof; or

(iv)  whether or not the Lessor shall have exercised or shall thereafter exercise any of the rights under the foregoing clauses (i), (ii) or (iii), demand by written notice to the Lessee that it pay to the Lessor immediately, and it shall so pay to the Lessor, the Casualty Payment with respect to such Vehicle in accordance with Section 6 hereof.

(v)  if the Lessor shall have sold any Vehicle repossessed by the Lessor pursuant to clause (ii) above, the Lessor in lieu of exercising its rights under clause (iv) above with respect to such Vehicle may, if it shall so elect, demand that the Lessee pay to the Lessor and the Lessee shall pay to the Lessor on the date of such sale as liquidated damages for loss of a bargain and not as a penalty, any unpaid Rent due through such date of sale plus the amount of any deficiency between the net proceeds of such sale and the Termination Value of such Vehicle computed as of the date of the sale.

17.7.  Servicer Default.  Any of the following events will constitute a default of the Servicer (“Servicer Default”) as that term is used herein:  (i) the failure in a material respect of the Servicer to comply with or perform any provision of this Agreement or any other Related Document, and such default continues for more than thirty (30) days after the earlier of the date written notice is delivered by the Lessor or the Trustee to the Servicer or the Servicer has 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 Related Documents or to deposit any Collections received by it into a Collateral Account when required under the Related Documents and, in each case, such failure continues for 5 Business Days; or (iv) if any representation or warranty made by the Servicer in any Related Document is inaccurate or incorrect or is breached or is false or misleading in any material respect 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 the Servicer to the Lessor or the Trustee pursuant to any Related Document is false or misleading in any material respect on the date as of which the facts therein set forth are stated or certified, and the circumstance or condition in respect of which such representation, warranty or writing was inaccurate, incorrect, breached, false or misleading in any material respect, as the case may be, shall not have been eliminated or otherwise cured for thirty (30) days after the earlier of (x) the date of the receipt of written notice thereof from the Lessor or the Trustee to the Servicer and (y) the date the Servicer learns of such circumstance or condition.  In the event of a Servicer Default, the Trustee, acting pursuant to Section 8.7(b) of the Indenture, shall have the right to replace the Servicer as servicer.

17.8.  Application of Proceeds.  The proceeds of any sale or other disposition pursuant to Section 17.2, 17.3 or 17.6 shall be applied by the Lessor in its sole discretion as the Lessor deems appropriate.

18.  MANUFACTURER EVENTS OF DEFAULT.  (a)  Upon the occurrence of a Manufacturer Event of Default with respect to any Manufacturer (a “Defaulting Manufacturer”), the Lessor shall no longer purchase Program Vehicles from such Defaulting Manufacturer pursuant to the Purchase Agreement.

(b)  Upon the occurrence of a Manufacturer Event of Default, the Servicer agrees to (i) act at the direction of the Lessor or the Trustee to take commercially reasonable action to liquidate the Program Vehicles subject to a Manufacturer Program with respect to which such Manufacturer Event of Default has occurred or (ii) convert such Program Vehicles to Non-Program Vehicles in accordance with Section 2.6 and subject to the limitations set forth therein.

(c)  Upon the occurrence of a Manufacturer Event of Default, the Lessee shall not be liable for any failure by the Lessor to recover all or any portion of the Repurchase Price with respect to any Program Vehicles subject to the Manufacturer Program of the Defaulting Manufacturer; provided, however, that nothing in this Section 18 shall be construed to modify, terminate or otherwise affect the Lessee’s obligations under this Agreement.

19.  CERTIFICATION OF TRADE OR BUSINESS USE.  The Lessee hereby warrants and certifies, under penalties of perjury, that it intends to use the Vehicles which are subject to this Agreement in its trade or business.

20.  TITLE TO VEHICLES.  This is an agreement to lease only and title to Vehicles will at all times remain in the Lessor, the Nominee, the Hertz Nominee or the HFC Nominee, as applicable, and beneficial ownership will at all times remain in the Lessor.  The Lessee will not have any rights or interest in Vehicles whatsoever other than the right of possession and use as provided by this Agreement.

21.  RIGHTS OF LESSOR ASSIGNED TO TRUSTEE.  The Lessee acknowledges that the Lessor has assigned or will assign all of its rights under this Agreement to the Trustee pursuant to the Indenture.  Accordingly, the Lessee agrees that:

(i)  subject to the terms of the Indenture, the Trustee shall have all the rights, powers, privileges and remedies of the Lessor hereunder and the Lessee’s obligations hereunder (including the payment of Rent and all other amounts payable hereunder) shall not be subject to any claim or defense which the Lessee may have against the Lessor (other than the defense of payment actually made) and shall be absolute and unconditional and shall not be subject to any abatement, setoff, counterclaim, deduction or reduction for any reason whatsoever.  Specifically, the Lessee agrees that, upon the occurrence of an Operating Lease Event of Default, a Limited Liquidation Event of Default or a Liquidation Event of Default, the Trustee may exercise (for and on behalf of the Lessor) any right or remedy against the Lessee provided for herein and the Lessee will not interpose as a defense that such claim should have been asserted by the Lessor;

(ii)  Upon the delivery by the Trustee of any notice to the Lessee stating that an Operating Lease Event of Default, Liquidation Event of Default or Limited Liquidation Event of Default has occurred, the Lessee will, if so requested by the Trustee, treat the Trustee for all purposes as the Lessor hereunder and in all respects comply with all obligations under this Agreement that are asserted by the Trustee, as the Lessor hereunder, irrespective of whether the Lessee has received any such notice from the Lessor; and

(iii)  The 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 Trustee for deposit in the Collection Account.

22.  MODIFICATION AND SEVERABILITY.  The terms of this Agreement will not be waived, altered, modified, amended, supplemented or terminated in any manner whatsoever unless (i) the same shall be in writing and signed and delivered by the Lessor, the Servicer and the Lessee and consented to in writing by the Trustee and (ii) the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied with respect to such amendment.  If any part of this Agreement is not valid or enforceable according to law, all other parts will remain enforceable.

23.  SERVICER ACTING AS AGENT OF THE LESSOR.  The parties to this Agreement acknowledge and agree that Hertz 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 Related Documents.  As compensation for the Servicer’s performance of such duties, the Lessor shall pay to the Servicer on each Payment Date (i) a fee (the “Monthly Servicing Fee”) equal to .50% per annum, payable at one-twelfth the annual rate, on the outstanding Net Book Value of the Vehicles as of the last day of the preceding calendar month and (ii) the reasonable costs and expenses of the Servicer incurred by it as a result of arranging for the sale of Vehicles returned to the Lessor in accordance with Section 2.3(a) or as a result of a Vehicle Return Default and sold to third parties; provided, however, that such costs and expenses shall only be payable to the Servicer to the extent of any excess of the sale price received by the Lessor for any such Vehicle over the Termination Value thereof.

24.  MINIMUM DEPRECIATION RATE.  The Lessor agrees that the Depreciation Schedules with respect to Non-Program Vehicles leased under this Agreement shall be established such that (i) the Depreciation Charges accruing with respect to each Non-Program Vehicle during each Related Month shall be at least equal to 1.25%, and (ii) the weighted average of the Depreciation Charges accruing with respect to all Non-Program Vehicles during each Related Month shall be at least equal to the lesser of (a) 1.50% and (b) such lower percentage in respect of which the Rating Agency Condition with respect to each Series of Notes Outstanding shall have been satisfied.

25.  CERTAIN REPRESENTATIONS AND WARRANTIES.  The Lessee represents and warrants to the Lessor and the Trustee that as of the Restatement Effective Date, as of each Vehicle Operating Lease Commencement Date and as of each Closing Date with respect to each subsequent Series of Notes:

25.1.  Organization; Power; Qualification.  The Lessee has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power under the laws of such State 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, and is duly qualified and in good standing to do business as a foreign corporation in each

jurisdiction where the character of its properties or the nature of its business makes such qualification necessary and where the failure to do so would reasonably be expected to result in a Material Adverse Effect.

25.2.  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 the Lessee and, assuming due authorization, execution and delivery by the other parties hereto or thereto, is a valid and legally binding agreement of the Lessee enforceable against the 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).

25.3.  Compliance.  The execution, delivery and performance by the Lessee of this Agreement and the Related Documents 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 the Lessee 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 the Lessee is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to have a 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 Material Adverse Effect) or of the provisions of the certificate of incorporation or the by-laws of the Lessee.

25.4.  Other.  There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over the Lessee which is required for, and the absence of which would materially affect, the execution, delivery and performance of this Agreement or the Related Documents.

25.5.  Financial Statements.  (a)  The Lessee has furnished each of the Lessor and the Trustee with, and the Lessor and the Trustee hereby acknowledge receipt of, a copy of the Lessee’s Annual Report to the Securities and Exchange Commission (the “SEC”) on Form 10-K for the year ended December 31, 2004 (the “10-K Report”).  The financial statements set forth in such report present fairly in all material respects the consolidated financial position of the Lessee and its consolidated subsidiaries at December 31, 2004 and 2003, and the consolidated results of operations and cash flows for each of the three years in the period ended December 31, 2004, in conformity with generally accepted accounting principles in the United States.

(b)  The Lessee has furnished each of the Lessor and the Trustee with, and the Lessor and the Trustee hereby acknowledge receipt of, a copy of the Lessee’s Quarterly

Report to the SEC on Form 10-Q for the quarter ended September 30, 2005 (the “10-Q Report”).  The financial statements set forth in such report present fairly in all material respects the consolidated financial position of the Lessee and its consolidated subsidiaries at September 30, 2005 and the consolidated results of operations and cash flows of the Lessee and its consolidated subsidiaries for the quarterly period ended September 30, 2005, in conformity with generally accepted accounting principles in the United States.

(c)  As of the date of this Agreement there has not occurred any material adverse change in the financial position of the Lessee and its subsidiaries considered as a whole, since December 31, 2004, other than as set forth or contemplated in the 10-K Report or the 10-Q Report.

(d)  The financial data which shall be delivered to the Lessor and the Trustee pursuant to Section 26.5 will be prepared in conformity with generally accepted accounting principles in the United States and will present fairly in all material respects the financial condition of the Lessee as of the dates thereof and the results of its operations for the periods covered thereby.

25.6.  Investment Company Act.  The Lessee is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the Lessee is not subject to any other statute which would impair or restrict its ability to perform its obligations under this Agreement or the other Related Documents, and neither the entering into or performance by the Lessee of this Agreement violates any provision of such Act.

25.7.  Supplemental Documents True and Correct.  All information contained in any material Supplemental Document which has been submitted, or which may hereafter be submitted by the Lessee to the Lessor is, or will be, true, correct and complete in all material respects.

25.8.  Manufacturer Programs.  No Manufacturer Event of Default has occurred and is continuing with respect to any Manufacturer of an Eligible Program Vehicle.

25.9.  ERISA.  The Lessee has satisfied the minimum funding standards under ERISA with respect to its Plans and is in compliance in all material respects with the currently applicable provisions of ERISA.

25.10.  Indemnification Agreement.  The Indemnification Agreement is in full force and effect, and is a valid and legally binding agreement of the Lessee enforceable against the 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 and by an implied covenant of good faith and fair dealing).

25.11.  Eligible Vehicles.  Each Vehicle is or will be, as the case may be, on the applicable Vehicle Operating Lease Commencement Date, an Eligible Vehicle.

26.  CERTAIN AFFIRMATIVE COVENANTS.  Until the expiration or termination of this Agreement, and thereafter until the obligations of the Lessee under this Agreement and the Related Documents are satisfied in full, the Lessee covenants and agrees that, unless at any time the Lessor and the Trustee shall otherwise expressly consent in writing, it will:

26.1.  Corporate Existence; Foreign Qualification.  Do and cause to be done at all times all things necessary to (i) maintain and preserve its corporate existence; (ii) be, and ensure that it is, duly qualified to do business and in good standing as a foreign corporation in each jurisdiction where the character of its properties or the nature of its business makes such qualification necessary and where the failure to so qualify would be reasonably expected to result in a Material Adverse Effect; and (iii) 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 Material Adverse Effect.

26.2.  Books, Records and Inspections.  (i) Maintain complete and accurate books and records with respect to the Vehicles leased by it under this Agreement and the other HVF Vehicle Collateral and (ii) at any time and from time to time during regular business hours, upon not less than reasonable prior notice from the Lessor or the Trustee, permit the Lessor or the Trustee (or such other person who may be designated from time to time by the Lessor or the Trustee) to examine and make copies of such books, records and documents in the possession or under the control of the Lessee relating to the Vehicles leased under this Agreement and the other HVF Vehicle Collateral; and (iii) permit the Lessor, the Trustee or the Collateral Agent (or such other person who may be designated from time to time by the Lessor, the Trustee or the Collateral Agent) to visit the office and properties of the Lessee for the purpose of examining such materials, and to discuss matters relating to the Vehicles leased under this Agreement with the Lessee’s independent public accountants or with any of the officers or employees of the Lessee having knowledge of such matters, all at such reasonable times and as often as the Lessor or the Trustee may reasonably request.  The Lessor agrees that it will not disclose any information obtained pursuant to this Section 26.2 which is not otherwise publicly available without the prior approval of the 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.

26.3.  ERISA.  Comply with the minimum funding standards under ERISA with respect to its Plans and use its best efforts to comply in all material respects with all other applicable provisions of ERISA and the regulations and interpretations promulgated thereunder.

26.4.  Merger.  Not merge or consolidate with or into any other Person unless (i) the Lessee is the surviving entity of such merger or consolidation or (ii) the surviving entity of such merger or consolidation expressly assumes the Lessee’s obligations under this Agreement.

26.5.  Reporting Requirements.  Furnish, or cause to be furnished to the Lessor and the Trustee:

(i)  within 120 days after the end of each of its fiscal years, copies of the Annual Report on Form 10-K filed by the Lessee with the SEC or, if the Lessee is not a reporting company, information equivalent to that which would be required to be included in such an Annual Report if it were a reporting company, including without limitation, consolidated financial statements consisting of a balance sheet of the Lessee and its consolidated subsidiaries as at the end of such fiscal year and statements of income, stockholders’ equity and cash flows of the Lessee and its consolidated subsidiaries for such fiscal year, setting forth in comparative form the corresponding figures for the preceding fiscal year (if applicable), certified by and containing an opinion, unqualified as to scope, of a firm of independent certified public accountants of nationally recognized standing selected by the Lessee and acceptable to the Lessor and the Trustee;

(ii)  within 60 days after the end of each of the first three quarters of each of its fiscal years, copies of the Quarterly Report on Form 10-Q filed by the Lessee with the SEC or, if the Lessee is not a reporting company, information equivalent to that which would be required to be included in such a Quarterly Report if it were a reporting company, including without limitation, (x) financial statements consisting of consolidated balance sheets of the Lessee and its consolidated subsidiaries as at the end of such quarter and statements of income, stockholders’ equity and cash flows of the Lessee and its consolidated subsidiaries for each such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the preceding fiscal year (if applicable), all in reasonable detail and certified (subject to normal year-end audit adjustments) by a senior financial officer of the Lessee as having been prepared in accordance with GAAP;

(iii)  simultaneously with the delivery of the Annual Report on Form 10-K (or equivalent information) referred to in (i) above and the Quarterly Report on Form 10-Q (or equivalent information) referred to in (ii) above, an Officer’s Certificate of the Lessee stating whether, to the knowledge of such officer, there exists on the date of the certificate any condition or event which then constitutes, or which after notice or lapse of time or both would constitute, a Potential Operating Lease Event of Default or Operating Lease Event of Default, and, if any such condition or event exists, specifying the nature and period of existence thereof and the action of the Lessee is taking and proposes to take with respect thereto.

(iv)  promptly after becoming aware thereof, (a) notice of the occurrence of any Potential Operating Lease Event of Default or Operating Lease Event of Default, together with a written statement of an Authorized Officer describing such event and the action

that the Lessee proposes to take with respect thereto, and (b) notice of any Amortization Event;

(v)  promptly after obtaining actual knowledge thereof, notice of any Manufacturer Event of Default or termination or replacement of a Manufacturer Program;

(vi)  promptly after any executive officer of the Lessee becomes aware of the occurrence of any Reportable Event (other than a reduction in active Plan participants) with respect to any Plan, a certificate signed by the Executive Vice President and Chief Financial Officer, the Treasurer or the Controller of the Lessee setting forth the details as to such Reportable Event and the action which the Lessee is taking and proposes to take with respect thereto, together with a copy of the notice of such Reportable Event given to the Pension Benefit Guaranty Corporation.

(vii)  from time to time while this Agreement is in effect, upon the reasonable request of the Lessor or the Trustee, officials of the Lessee will confer with officials of the Lessor or the Trustee, as applicable, and advise them as to matters bearing on the Vehicles or the operations or financial condition of the Lessee.

Notwithstanding the foregoing, if any audited or reviewed financial statements or information required to be included in any such filing are not reasonably available on a timely basis as a result of the Lessee’s accountants not being “independent” (as defined pursuant to the Exchange Act and the rules and regulations of the SEC thereunder), the Lessee may, in lieu of making such filing or transmitting or making available the information, documents and reports so required to be filed, elect to make a filing on an alternative form or transmit or make available unaudited or unreviewed financial statements or information substantially similar to such required audited or reviewed financial statements or information, provided that the Lessee shall in any event be required to make such filing and so transmit or make available such audited or reviewed financial statements or information no later than the first anniversary of the date on which the same was otherwise required pursuant to the preceding provisions of this section.

26.6.  Indemnification Agreement.  Comply in all material respects with all of its obligations under the Indemnification Agreement.

26.7.  Ford Program Agreements.  Comply in all material respects with all of its obligations under those certain Auction Agent Agreements dated as of various dates, by and among the Servicer, the Lessee, the Trustee and the various auction houses at which Program Vehicles manufactured by Ford are sold pursuant to which such auction houses agree to certain procedures regarding the transfer of title to such Program Vehicles.

27.  NO PETITION.  Each of the Lessee and the Servicer hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all of the Notes, it will not institute against, or join any other Person in instituting against the Lessor, the Nominee, the HFC Nominee or the Intermediary, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar

proceeding under the laws of the United States or any state of the United States.  In the event that the Lessee or the Servicer takes action in violation of this Section 27, the Lessor, the Nominee, the HFC Nominee or the Intermediary, as the case may be, agrees, for the benefit of the Noteholders, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the Lessee or the Servicer, as the case may be, against it or the commencement of such action and raise the defense that the Lessee or the Servicer, as the case may be, has agreed in writing not to take such action and should be estopped and precluded therefrom.  The provisions of this Section 27 shall survive the termination of this Agreement.

28.  SUBMISSION TO JURISDICTION.  The Lessor and the Trustee may enforce any claim arising out of this Agreement in any state or federal court having subject matter jurisdiction, including, without limitation, any state or federal court located in the State of New York.  For the purpose of any action or proceeding instituted with respect to any such claim, the Lessee hereby irrevocably submits to the jurisdiction of such courts.  The Lessee further irrevocably consents to the service of process out of said courts by mailing a copy thereof, by registered mail, postage prepaid, to the Lessee and agrees that such service, to the fullest extent permitted by law, (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall be taken and held to be valid personal service upon and personal delivery to it.  Nothing herein contained shall affect the right of the Trustee and the Lessor to serve process in any other manner permitted by law or preclude the Lessor or the Trustee from bringing an action or proceeding in respect hereof in any other country, state or place having jurisdiction over such action. The Lessee hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may have or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court located in the State of New York and any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum.

29.  GOVERNING LAW.  THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.  Whenever possible each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.  All obligations of the Lessee and the Servicer and all rights of the Lessor or the Trustee expressed herein shall be in addition to and not in limitation of those provided by applicable law or in any other written instrument or agreement.

30.  JURY TRIAL.  EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT TO WHICH IT IS A PARTY, OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH

THIS AGREEMENT OR ANY RELATED TRANSACTION, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

31.  NOTICES.  All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission or similar writing) and shall be given to such party, addressed to it, at its address or telephone number set forth on the signature pages below, or at such other address or telephone number as such party may hereafter specify for the purpose by notice to the other party.  Copies of notices, requests and other communications delivered to the Trustee, the Lessee and/or the Lessor pursuant to the foregoing sentence shall be sent to the following addresses:

TRUSTEE:

BNY Midwest Trust Company
2 North LaSalle Street
Chicago, IL 60602
Attention:  Corporate Trust Administration Structured
Finance
Telephone:  (312) 827-8569
Fax:  (312) 827-8562

LESSOR:

225 Brae Boulevard
Park Ridge, NJ 07656
Attention:  Treasury Department
Telephone:  (201) 307-2000
Fax:  (201) 307-2746

LESSEE:

225 Brae Boulevard
Park Ridge, NJ 07656
Attention:  Treasury Department
Telephone:  (201) 307-2000
Fax:  (201) 307-2746

Each such notice, request or communication shall be effective when received at the address specified below.  Copies of all notices must be sent by first class mail promptly after transmission by facsimile.

32.  SURVIVABILITY.  In the event that, during the term of this Agreement, the 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 the Lessee.

33.  HEADINGS.  Section headings used in this Agreement are for convenience of reference only and shall not affect the construction of this Agreement.

34.  EXECUTION IN 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.

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.

LESSOR:
HERTZ VEHICLE FINANCING LLC
By:	/s/ Robert H. Rillings
	Robert H. Rillings
	Vice President & Treasurer
	Address:		225 Brae Boulevard
			Park Ridge, NJ 07656
	Attention:		Treasury Department
	Telephone:		(201) 307-2000
	Fax:		(201) 307-2746
LESSEE AND SERVICER:
THE HERTZ CORPORATION
By:		/s/ Robert H. Rillings
		Robert H. Rillings
		Treasurer
		Address:	225 Brae Boulevard
			Park Ridge, NJ 07656
		Attention:	Treasury Department
		Telephone:	(201) 307-2000
		Fax:	(201) 307-2746

Acknowledging its obligations under Section 27 hereof:

NOMINEE:
HERTZ VEHICLES LLC,
	By
		/s/ Robert H. Rillings
		Name:Robert H. Rillings
		Title:Vice President & Treasurer

HFC NOMINEE:
HERTZ FUNDING CORPORATION,
	By
		/s/ Robert H. Rillings
		Name:Robert H. Rillings
		Title:Vice President & Treasurer

EX-4.9.11

EXHIBIT 4.9.11

SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT

among

HERTZ VEHICLE FINANCING LLC,
as a grantor,

HERTZ GENERAL INTEREST LLC,
as a grantor,

THE HERTZ CORPORATION,
as Servicer,

THE HERTZ CORPORATION,
as a secured party,

BNY MIDWEST TRUST COMPANY
as a secured party,
not in its individual capacity but solely
as Trustee,

and

BNY MIDWEST TRUST COMPANY
not in its individual capacity but solely
as Collateral Agent,

Dated as of January 26, 2007

Table of Contents

			Page
ARTICLE I	CERTAIN DEFINITIONS		2
SECTION 1.1.		Certain Definitions	2
SECTION 1.2.		Interpretation and Construction	2
ARTICLE II	COLLATERAL AGENT AS LIENHOLDER FOR THE SECURED PARTIES		2
SECTION 2.1.		Security Interest	2
SECTION 2.2.		Designation of HVF Vehicles and HGI Vehicles	7
SECTION 2.3.		Redesignation of Vehicles	7
SECTION 2.4.		Servicer’s Fleet Reports	8
SECTION 2.5.		Collateral Accounts	8
SECTION 2.6.		Certificates of Title	11
SECTION 2.7.		Release of Collateral	12
ARTICLE III	THE SERVICER		13
SECTION 3.1.		Acceptance of Appointment	13
SECTION 3.2.		Servicer Functions	13
SECTION 3.3.		The Servicer Not to Resign	13
SECTION 3.4.		Servicing Rights of Collateral Agent	13
SECTION 3.5.		Incumbency Certificate	14
SECTION 3.6.		Effective Period and Termination	14
ARTICLE IV	REPRESENTATIONS, WARRANTIES AND COVENANTS		14
SECTION 4.1.		Representations and Warranties of the Grantors	14
SECTION 4.2.		Representations and Warranties of the Servicer	15
SECTION 4.3.		Covenants of Grantors	16
ARTICLE V	THE COLLATERAL AGENT		17
SECTION 5.1.		Appointment	17
SECTION 5.2.		Representations	17
SECTION 5.3.		Exculpatory Provisions	18
SECTION 5.4.		Limitations on Duties of the Collateral Agent	18
SECTION 5.5.		Resignation and Removal of Collateral Agent	20

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SECTION 5.6.			Qualification of Successors to Collateral Agent	21
SECTION 5.7.			Merger of the Collateral Agent	22
SECTION 5.8.			Compensation and Expenses	22
SECTION 5.9.			Stamp, Other Similar Taxes and Filing Fees	22
SECTION 5.10.			Indemnification	22
SECTION 5.11.			Waiver of Set-Off by the Collateral Agent	23
ARTICLE VI		MISCELLANEOUS		23
SECTION 6.1.			Amendments, Supplements and Waivers	23
SECTION 6.2.			Notices	24
SECTION 6.3.			Headings	24
SECTION 6.4.			Severability	24
SECTION 6.5.			Counterparts	24
SECTION 6.6.			Binding Effect	24
SECTION 6.7.			Governing Law	24
SECTION 6.8.			Effectiveness	24
SECTION 6.9.			Termination of this Agreement	25
SECTION 6.10.			No Bankruptcy Petition Against the Grantors	25
SECTION 6.11.			No Waiver; Cumulative Remedies	25
SECTION 6.12.			Submission To Jurisdiction; Waivers	25
SECTION 6.13.			Waiver of Jury Trial	26
SECTION 6.14.			Insurance Notification	26
SECTION 6.15.			Waiver of Set-Off With Respect to the Grantors	26
SECTION 6.16.			Confidentiality	26
SECTION 6.17.			No Recourse	27
EXHIBITS
Exhibit A	Servicer’s Fleet Report
Exhibit B	Power of Attorney

ii

COLLATERAL AGENCY AGREEMENT

THIS SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of January 26, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), as grantors (each a “Grantor”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), as Servicer (in such capacity, the “Servicer”), THE HERTZ CORPORATION, as a secured party (the “HGI Secured Party”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company (not in its individual capacity but solely as Trustee on behalf of the Noteholders under the Indenture), as a secured party (the “HVF Secured Party” and, together with the HGI Secured Party, the “Secured Parties”) and BNY MIDWEST TRUST COMPANY, as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”).

W I T N E S S E T H:

WHEREAS, HVF, HGI, Hertz, the Trustee and the Collateral Agent entered into an Amended and Restated Collateral Agency Agreement dated as of December 21, 2005 (the “Prior Agreement”);

WHEREAS, HVF, HGI, HERTZ, the Trustee and the Collateral Agent desire to amend and restate the Prior Agreement in its entirety as herein set forth;

WHEREAS, HVF owns and will from time to time acquire Vehicles and lease the HVF Vehicles to Hertz for use in Hertz’s daily domestic rental operations and, in certain circumstances, for use by Hertz’s and Hertz Equipment Rental Corporation’s employees, in each case pursuant to the HVF Lease;

WHEREAS, HVF will finance certain of the HVF Vehicles by issuing Series of Notes pursuant to that certain Second Amended and Restated Base Indenture dated as of August 1, 2006 between HVF and BNY Midwest Trust Company, as trustee (as such Amended and Restated Base Indenture may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms, the “Base Indenture”);

WHEREAS, HGI owns and will from time to time acquire Vehicles and lease the HGI Vehicles to Hertz for use in Hertz’s daily domestic rental operations and, in certain circumstances, for use by Hertz’s and Hertz Equipment Rental Corporation’s employees, in each case pursuant to the HGI Lease;

WHEREAS, pursuant to the HGI Credit Facility, Hertz has agreed to make extensions of credit to HGI upon the terms and subject to the conditions set forth therein in order to finance Vehicles;

WHEREAS, BNY Midwest Trust Company has agreed to act as Collateral Agent on behalf of the Secured Parties, and in its capacity as Collateral Agent to be named as lienholder

on the Certificates of Title for the HVF Vehicles (other than the Initial Hertz Vehicles and the Service Vehicles) and the HGI Vehicles for the benefit of the Secured Parties;

NOW, THEREFORE, in consideration of the premises and to induce the Trustee to enter into the Base Indenture and, as a condition precedent to the issuance of any Series of Notes thereunder, HVF hereby agrees with the Collateral Agent for the benefit of the HVF Secured Party, and to induce Hertz to extend credit to HGI under the Hertz Credit Facility, HGI hereby agrees with the Collateral Agent for the benefit of HGI Secured Party as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.1.  Certain Definitions.  Unless otherwise specified herein, capitalized terms used herein (including the preamble and the recitals hereto) shall have the meanings assigned to such terms (a) in the Definitions List attached as Schedule I to the Base Indenture as such Definitions List may be amended or modified from time to time in accordance with the provisions of the Base Indenture (the “Definitions List”), except that (i) for purposes of this Agreement only, the term “Related Documents” shall be deemed to include the HGI Lease and the HGI Credit Facility and (ii) the term “Vehicles” as used herein and, for purposes of this Agreement only, as used in the Definitions List shall have the meaning assigned to that term in the Master Exchange Agreement or (b) in the Master Exchange Agreement.

SECTION 1.2.  Interpretation and Construction.  Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole.  The words “hereof”, “herein”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.  Sections and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect.  Section, subsection and exhibit references are to this Agreement unless otherwise specified.  As used in this Agreement, the masculine, feminine or neuter gender shall each be deemed to include the others whenever the context so indicates.

ARTICLE II

COLLATERAL AGENT AS LIENHOLDER
FOR THE SECURED PARTIES

SECTION 2.1.  Security Interest.  (a)  Grant by HVF.  As security for the payment of the Note Obligations from time to time owing by HVF under the Indenture, HVF hereby grants, pledges and assigns to the Collateral Agent for the benefit of the HVF Secured Party a security interest in all right, title and interest of HVF in, to and under the following, whether now existing or hereafter acquired (the “HVF Vehicle Collateral”):

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(i) all HVF Vehicles and all Certificates of Title with respect thereto;

(ii) all Manufacturer Programs as they relate to the HVF Vehicles and all monies due and to become due in respect of the HVF Vehicles from the Manufacturers under or in connection with the Manufacturer Programs (other than Excluded Payments) whether payable as vehicle repurchase prices, auction prices, auction sales proceeds, guaranteed depreciation payments, incentive payments in respect of sales of Program Vehicles outside of the related Manufacturer Programs, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise and all rights to compel performance and otherwise exercise remedies thereunder;

(iii) the Assignment Agreements as they relate to the HVF Vehicles, including, without limitation, all rights, remedies, powers, privileges and claims of HVF against any other party under or with respect to the Assignment Agreements as they relate to the HVF Vehicles (whether arising pursuant to the terms of the Assignment Agreements or otherwise available to HVF at law or in equity), and the right to enforce any of the Assignment Agreements as they relate to the HVF Vehicles and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Assignment Agreements or the obligations of any party thereunder;

(iv) the Nominee Agreement as it relates to the HVF Vehicles, including, without limitation, all rights, remedies, powers, privileges and claims of HVF against any other party under or with respect to the Nominee Agreement as it relates to the HVF Vehicles (whether arising pursuant to the terms of the Nominee Agreement or otherwise available to HVF at law or in equity), and the right to enforce the Nominee Agreement as it relates to the HVF Vehicles and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Nominee Agreement or the obligations of any party thereunder;

(v) the Hertz Nominee Agreement as it relates to the HVF Vehicles, including, without limitation, all rights, remedies, powers, privileges and claims of HVF against any other party under or with respect to the Hertz Nominee Agreement as it relates to the HVF Vehicles (whether arising pursuant to the terms of the Hertz Nominee Agreement or otherwise available to HVF at law or in equity), and the right to enforce the Hertz Nominee Agreement as it relates to the HVF Vehicles and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Hertz Nominee Agreement or the obligations of any party thereunder;

(vi) the HFC Nominee Agreement as it relates to the HVF Vehicles, including, without limitation, all rights, remedies, powers, privileges and claims of HVF against any other party under or with respect to the Hertz Nominee Agreement as it relates to the HVF Vehicles (whether arising pursuant to the terms of the HFC Nominee Agreement or otherwise available to HVF at law or in

3

equity), and the right to enforce the HFC Nominee Agreement as it relates to the HVF Vehicles and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the HFC Nominee Agreement or the obligations of any party thereunder;

(vii) all sale or other proceeds from the disposition of HVF Vehicles, including all monies due in respect of the HVF Vehicles, whether payable as the purchase price of such Vehicles, or as related fees, expenses, costs, indemnities, insurance recoveries, or otherwise;

(viii) all payments and claims under insurance policies (whether or not the Collateral Agent or the HVF Secured Party is named as the loss payee thereof) or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the HVF Vehicles;

(ix) the Collateral Accounts, all monies on deposit from time to time in the Collateral Accounts constituting proceeds from the disposition of or otherwise arising from, related to or in respect of HVF Vehicles, and all proceeds thereof;

(x) the Master Exchange Agreement and the Escrow Agreement as they relate to HVF and all monies due and to become due to HVF thereunder, whether payable by the Intermediary to HVF from the accounts maintained pursuant to the Escrow Agreement or payable as damages for breach of the Master Exchange Agreement, the Escrow Agreement or otherwise and all rights to compel performance and otherwise exercise remedies thereunder, including, without limitation, all rights, remedies, powers, privileges and claims of HVF against any other party under or with respect to the Master Exchange Agreement and the Escrow Agreement (whether arising pursuant to the terms of the Master Exchange Agreement or the Escrow Agreement or otherwise available to HVF at law or in equity), and the right to enforce the Master Exchange Agreement and the Escrow Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Master Exchange Agreement or the Escrow Agreement or the obligations of  any party thereunder; provided, however, that in the case of any funds held in the accounts maintained pursuant to the Escrow Agreement that constitute Relinquished Property Proceeds, such funds shall not constitute HVF Vehicle Collateral unless such funds are or become Additional Subsidies; and

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

(b)  Grant by HGI.  As security for the payment of the unpaid principal of and interest on all loans made to HGI under the HGI Credit Facility and all other obligations and liabilities of HGI from time to time owing by HGI to Hertz thereunder, HGI hereby grants, pledges and assigns to the Collateral Agent for the benefit of HGI Secured Party, a security interest in all right, title and interest of HGI in, to and under the following, whether now existing

4

or hereafter acquired (the “HGI Vehicle Collateral” and together with the HVF Vehicle Collateral, the “Vehicle Collateral”):

(i) all HGI Vehicles and all Certificates of Title with respect thereto;

(ii) all Manufacturer Programs as they relate to the HGI Vehicles and all monies due and to become due in respect of the HGI Vehicles from the Manufacturers under or in connection with the Manufacturer Programs (other than Excluded Payments) whether payable as vehicle repurchase prices, auction prices, auction sales proceeds, guaranteed depreciation payments, incentive payments in respect of sales of Program Vehicles outside of the related Manufacturer Programs, fees, expenses, costs, indemnities, insurance recoveries, damages for breach of the Manufacturer Programs or otherwise and all rights to compel performance and otherwise exercise remedies thereunder;

(iii) the Assignment Agreements as they relate to the HGI Vehicles, including, without limitation, all rights, remedies, powers, privileges and claims of HGI against any other party under or with respect to the Assignment Agreements as they relate to the HGI Vehicles (whether arising pursuant to the terms of the Assignment Agreements or otherwise available to HGI at law or in equity), and the right to enforce any of the Assignment Agreements as they relate to the HGI Vehicles and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Assignment Agreements or the obligations of any party thereunder;

(iv) the Nominee Agreement as it relates to the HGI Vehicles, including, without limitation, all rights, remedies, powers, privileges and claims of HGI against any other party under or with respect to the Nominee Agreement as it relates to the HGI Vehicles (whether arising pursuant to the terms of the Nominee Agreement or otherwise available to HGI at law or in equity), and the right to enforce the Nominee Agreement as it relates to the HGI Vehicles and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Nominee Agreement or the obligations of any party thereunder;

(v) all sale or other proceeds from the disposition of HGI Vehicles, including all monies due in respect of the HGI Vehicles, whether payable as the purchase price of such Vehicles, or as related fees, expenses, costs, indemnities, insurance recoveries, or otherwise;

(vi) all payments and claims under insurance policies or any warranty payable by reason of loss or damage to, or otherwise with respect to, any of the HGI Vehicles;

(vii) the Collateral Accounts, all monies on deposit from time to time in the Collateral Accounts constituting proceeds from the disposition of or otherwise arising from, related to or in respect of HGI Vehicles, and all proceeds thereof;

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(viii) the Master Exchange Agreement and the Escrow Agreement as they relate to HGI and all monies due and to become due to HGI thereunder, whether payable by the Intermediary to HGI from the accounts maintained pursuant to the Escrow Agreement or payable as damages for breach of the Master Exchange Agreement, the Escrow Agreement or otherwise and all rights to compel performance and otherwise exercise remedies thereunder, including, without limitation, all rights, remedies, powers, privileges and claims of HGI against any other party under or with respect to the Master Exchange Agreement and the Escrow Agreement (whether arising pursuant to the terms of the Master Exchange Agreement or the Escrow Agreement or otherwise available to HGI at law or in equity), and the right to enforce the Master Exchange Agreement and the Escrow Agreement and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to the Master Exchange Agreement or the Escrow Agreement or the obligations of  any party thereunder; provided, however, that in the case of any funds held in the accounts maintained pursuant to the Escrow Agreement that constitute Relinquished Property Proceeds, such funds shall not constitute HGI Vehicle Collateral unless such funds are or become Additional Subsidies; and

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

Each Grantor and each Secured Party hereby authorizes the Collateral Agent to be named as the first lienholder on the Certificates of Title for the HVF Vehicles (other than the Initial Hertz Vehicles and the Service Vehicles) and the HGI Vehicles, in a representative capacity, as Collateral Agent for the Secured Parties.  The Collateral Agent agrees that all of its right, title and interest in and to the Vehicle Collateral shall be solely for the respective benefit of each Secured Party.  Each Secured Party hereby directs the Collateral Agent to execute and deliver as of the date set forth therein in its capacity as Collateral Agent hereunder each Assignment Agreement hereafter entered into by the Grantors.

(c)  Notwithstanding the assignment and security interest so granted to the Collateral Agent on behalf of the Secured Parties pursuant to subsections (a) and (b) above, each Grantor shall nevertheless be permitted, subject to the Collateral Agent’s right to revoke such permission with respect to HVF in the event of an Amortization Event with respect to any Series of Notes Outstanding and to revoke such permission with respect to HGI in the event of an Event of Default under the HGI Credit Facility, to give all consents, requests, notices, directions, approvals, extensions or waivers, if any, which are required to be given in the normal course of business in connection with the Vehicles or any Collateral Agreement (which does not include waivers of default under any of the Collateral Agreements or any of the Manufacturer Programs).

(d)  The HVF Secured Party hereby agrees that it shall be entitled to the benefits of this Agreement only with respect to the HVF Vehicles and the other HVF Vehicle Collateral.  The HVF Secured Party hereby acknowledges that it shall have no interest in (i) any HGI Vehicle, (ii) any funds in a Collateral Account that are proceeds of any HGI Vehicle, (iii) any rights under any Manufacturer Program with respect to any HGI Vehicle or (iv) any other

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portion of the HGI Vehicle Collateral, in each case regardless of the time, order, manner or nature of attachment or perfection of security interests in the HVF Vehicles or the HGI Vehicles (including the giving of or failure to give any purchase money security interest or other notice, or the order of filing financing statements), or any provision of the UCC, the Bankruptcy Code, or other applicable law.

(e)  The HGI Secured Party hereby agrees that it shall be entitled to the benefits of this Agreement only with respect to the HGI Vehicles and the other HGI Vehicle Collateral.  The HGI Secured Party hereby acknowledges that it shall have no interest in (i) any HVF Vehicle, (ii) any funds in a Collateral Account that are proceeds of any HVF Vehicle, (iii) any rights under any Manufacturer Program with respect to any HVF Vehicle or (iv) any other portion of the HVF Vehicle Collateral, in each case regardless of the time, order, manner or nature of attachment or perfection of security interests in the HVF Vehicles or the HGI Vehicles (including the giving of or failure to give any purchase money security interest or other notice, or the order of filing financing statements), or any provision of the UCC, the Bankruptcy Code, or other applicable law.

SECTION 2.2.  Designation of HVF Vehicles and HGI Vehicles.  The Servicer shall identify on its computer system all Vehicles subject to the HVF Lease as HVF Vehicles and all Vehicles subject to the HGI Lease as HGI Vehicles.  The designation of the Vehicles as HVF Vehicles and HGI Vehicles on the Servicer’s computer system shall be considered prima facie evidence of the HVF Secured Party’s rights with respect to the HVF Vehicles and the other HVF Vehicle Collateral and the HGI Secured Party’s rights with respect to the HGI Vehicles and the other HGI Vehicle Collateral.  If at any time a Secured Party reasonably believes that such designation by the Servicer is incorrect, it may dispute (the “disputing Secured Party”) such designation by delivering a written notice to each of the Servicer and the Collateral Agent setting forth its claim as to the correct designation of a HVF Vehicle or HGI Vehicle, as the case may be (each a “redesignation”).  The Servicer shall, promptly upon receipt of such notice, distribute a copy thereof to each Grantor and the other Secured Party (the “non-disputing Secured Party”).  The non-disputing Secured Party shall, within ten (10) Business Days of receipt of such notice from the Servicer, notify each of the Servicer and the Collateral Agent in writing as to whether it consents to the disputing Secured Party’s redesignation.  If the Servicer and the Collateral Agent receive written notice from the non-disputing Secured Party consenting to the disputing Secured Party’s redesignation within the period set forth above, the Servicer shall promptly effect such redesignation.

SECTION 2.3.  Redesignation of Vehicles.  From time to time (i) HGI may sell New HVF Vehicles to HVF pursuant to Section 1.05 of the Purchase Agreement, (ii) HGI may sell Transferred HGI Vehicles to HVF pursuant to Section 1.07 of the Purchase Agreement and (iii) HVF may sell Transferred HVF Vehicles to HGI pursuant to Section 1.07 of the Purchase Agreement.  On the effective date of any such sale, upon the satisfaction of the conditions to the effectiveness of such sale under the Purchase Agreement, the Servicer shall redesignate on its computer systems such New HVF Vehicles as HVF Vehicles, such Transferred HGI Vehicles as HVF Vehicles or such Transferred HVF Vehicles as HGI Vehicles, as the case may be.  The Servicer shall redesignate each such Vehicle on its computer systems at the then current Net Book Value of such Vehicle.  Except as otherwise provided in Section 2.5(d), (i) the HVF Secured Party hereby acknowledges that it shall have no interest in any Vehicle or other related

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Vehicle Collateral after such Vehicle has been redesignated as a HGI Vehicle in accordance with the terms of this Section 2.3 and that any such redesignation shall automatically constitute a release by the HVF Secured Party of any interest therein and (ii) the HGI Secured Party hereby acknowledges that it shall have no interest in any Vehicle or other related Vehicle Collateral after such Vehicle has been redesignated as a HVF Vehicle in accordance with the terms of this Section 2.3 and that any such redesignation shall automatically constitute a release by the HGI Secured Party of any interest therein.

SECTION 2.4.  Servicer’s Fleet Reports.  (a)  On or prior to each Determination Date, the Servicer shall furnish or cause to be furnished to the Collateral Agent a report (which may be on diskette or other electronic medium reasonably acceptable to the Collateral Agent) substantially in the form of Exhibit A (each such report, a “Fleet Report”), (i) identifying the HVF Vehicles (and as subsets thereof, each of the Initial Hertz Vehicles and the Service Vehicles), the HGI Vehicles, the GE Financed Vehicles and the other Vehicles owned by Hertz separately, as of the last day of the Related Month, (ii) listing each Vehicle by the VIN with respect to such Vehicle, (iii) identifying the date of the original purchase of each such Vehicle, (iv) identifying whether each such Vehicle is a Program Vehicle or a Non-Program Vehicle, (v) showing, as of the last day of the Related Month, the Capitalized Cost and the Net Book Value of each such Vehicle, (vi) identifying the state in which each such Vehicle is titled, (vii) providing a list of all locations in which the Certificates of Title for the HVF Vehicles and the HGI Vehicles are held by the Servicer or Servicer’s Agents as of such date, (viii) providing the name and address of all Servicer’s Agents as of such date and (ix) providing on a confidential basis (A) the actual mileage of each Vehicle as of its last check-in, (B) the date of the last check-in of each Vehicle, (C) if the Vehicle is a Program Vehicle, the total mileage per the related Manufacturer Program, (D) the Minimum Term specified in each Manufacturer Program and (E) the Maximum Term specified in each Manufacturer Program.

(b)  The Collateral Agent shall make the most recent Fleet Report available for inspection by any Secured Party at the Corporate Trust Office, during normal business hours, upon such Secured Party’s prior written request.

(c)  On each Business Day commencing on the Initial Closing Date, the Servicer shall prepare and maintain a report identifying the HVF Vehicles, the HGI Vehicles, the GE Financed Vehicles and the other Vehicles owned by Hertz separately by the VIN with respect to each such Vehicle as of the close of business on the immediately preceding Business Day, and shall deliver such report to HGI and HVF upon their request.

(d)  For so long as a Liquidation Event of Default or a Limited Liquidation Event of Default has occurred and is continuing, the Servicer shall furnish or cause to be furnished to HVF on a weekly basis a report (which may be on diskette or other electronic medium) that contains the data set forth in a Fleet Report, but determined on a weekly basis, and HVF shall furnish or cause to be furnished to each HVF Secured Party such weekly Fleet Report.

SECTION 2.5.  Collateral Accounts.  (a)  The Collateral Agent shall establish and maintain for the benefit of the Secured Parties one or more accounts (each a “Collateral Account”), each in the name of the Collateral Agent or, prior to the date of termination of the Master Exchange Agreement pursuant to Section 7.01(b) thereof, the joint name of the Collateral

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Agent and the Intermediary, that shall be administered and operated as provided in this Agreement and the Master Exchange Agreement, bearing a designation clearly indicating that the funds deposited therein are held for the respective benefit of each Secured Party as their interests may appear.  Each Collateral Account shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution.  If any Collateral Account is not maintained in accordance with the previous sentence, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the Intermediary shall establish a new Collateral Account which complies with such sentence and transfer into the new Collateral Account all funds from the non-qualifying Collateral Account.  Initially, each Collateral Account will be established with the Collateral Agent.  Notwithstanding any contrary provision that may be contained in any Related Document, the provisions contained in this Agreement relating to the Collateral Accounts and to the flow of funds into and out of the Collateral Accounts are consented to by the parties hereto (in accordance with Section 6.1 hereof) and shall control.

(b)  The Servicer and each Grantor shall cause:

(i) all amounts due from Manufacturers and their related auctions dealers under their Manufacturer Programs with respect to the Vehicles, other than Excluded Payments and Permitted Check Payments, to be deposited directly into a Collateral Account by the Manufacturers and the related auction dealers; provided, however, that, unless there has been a failure by HGI to make a payment to HVF on account of an Invoice Adjustment when due in accordance with Section 1.05(d) of the Purchase Agreement and such failure is continuing, payments by Manufacturers on account of Invoice Adjustments shall not be required to be deposited in a Collateral Account;

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

(iii) all insurance proceeds and warranty payments in respect of the Vehicles, other than Excluded Payments, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer; provided, however, that unless an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, insurance proceeds and warranty payments with respect to the Vehicles shall not be required to be deposited in a Collateral Account;

(iv) all amounts payable by the Nominee pursuant to Section 11(b) of the Nominee Agreement to be deposited directly into a Collateral Account by the Nominee;

(v) all amounts payable by the Hertz Nominee pursuant to Section 10 of the Hertz Nominee Agreement to be deposited directly into a Collateral Account by the Hertz Nominee;

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(vi) all amounts payable by the HFC Nominee pursuant to Section 10 of the HFC Nominee Agreement to be deposited directly into a Collateral Account by the HFC Nominee; and

(vii) all other Proceeds of the Vehicle Collateral, to be deposited into a Collateral Account within two Business Days of receipt by the Servicer.

In addition, any Grantor receiving any Proceeds of the Vehicle Collateral directly shall deposit such Proceeds into a Collateral Account within two Business Days of receipt.  Notwithstanding the foregoing, if the Servicer receives any amount pursuant to clause (ii), (iii) or (vii) of this Section 2.5(b) and determines that such amount is Proceeds of the HVF Collateral, Proceeds of the HGI Collateral, Proceeds with respect to the GE Financed Vehicles or Proceeds with respect to the other Vehicles owned by Hertz before it is obligated to deposit such amount into a Collateral Account in accordance with this Section 2.5(b), the Servicer shall deposit such amount directly into the Collection Account or an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HVF Vehicle Collateral,  deposit such amount directly into the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds of the HGI Collateral, deposit such amount directly into the GE Collateral Account or a Hertz GE Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the GE Financed Vehicles or deposit such amount directly into an account designated by Hertz or a Hertz Exchange Account other than a Hertz GE Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement if it is Proceeds with respect to the other Vehicles owned by Hertz.

(c)  The Collateral Agent shall promptly notify the Servicer when funds are deposited in any Collateral Account.  Promptly after the deposit of any funds into a Collateral Account, but in no event more than seven Business Days thereafter, the Servicer shall instruct the Collateral Agent in writing as to (i) the amount thereof which represents Proceeds of the HVF Vehicle Collateral, (ii) the amount thereof which represents Proceeds of the HGI Vehicle Collateral, (iii) the amount thereof which represents Proceeds with respect to the GE Financed Vehicles and (iv) the amount thereof which represents Proceeds with respect to the other Vehicles owned by Hertz.  The Collateral Agent shall pursuant to and promptly after receipt of instructions from the Servicer, withdraw from the applicable Collateral Account and deposit in either the Collection Account or, in the case of Relinquished Property Proceeds, an HVF Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HVF Collateral, withdraw from the applicable Collateral Account and deposit in either the HGI Account or an HGI Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds of the HGI Collateral, withdraw from the applicable Collateral Account and deposit in either the GE Collateral Account or a Hertz GE Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to the GE Financed Vehicles and withdraw from the applicable Collateral Account and deposit in either an account designated by Hertz or a Hertz Exchange Account other than a Hertz GE Exchange Account for application in accordance with Section 4.02 of the Master Exchange Agreement all amounts representing Proceeds with respect to other Vehicles owned by Hertz.  Upon receipt by a Responsible Officer of the Collateral

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Agent from a Manufacturer of any information pertaining to payments made by such Manufacturer or an auction dealer to a Collateral Account in connection with any Manufacturer Program, the Collateral Agent shall provide such information to the Servicer.

(d)  If at any time the Servicer or any Secured Party shall receive any funds to which it is not entitled pursuant to the provisions of this Agreement, the Collateral Agent, the Servicer or such Secured Party shall so advise the other parties hereto in writing (upon which written advice the Collateral Agent may conclusively rely) and the Servicer or such Secured Party, as the case may be, shall forthwith take reasonable steps to ensure that such funds are remitted to the Person so entitled thereto or as such Person directs or as otherwise provided in the Related Documents.

(e)  The Servicer may instruct in writing the Collateral Agent to invest funds on deposit in a Collateral Accounts in Permitted Investments.  If the Collateral Agent does not receive instructions from the Servicer prior to 11:00 a.m., New York City time, on any day as to the distribution or investment of any funds on deposit in a Collateral Account then the Collateral Agent shall invest such funds in Permitted Investments pursuant to an investment letter previously delivered by the Servicer to the Collateral Agent.  All investments of funds on deposit in any Collateral Account shall be redeemable or mature on the next Business Day.  The Collateral Agent shall not be responsible for any losses incurred on any investments made pursuant to this Section 2.5(e).  All investment earnings (net of losses and investment expenses) shall be payable to the Servicer on each Payment Date.

SECTION 2.6.  Certificates of Title.  (a)  The Servicer or its designated agents (the “Servicer’s Agents”) on behalf of the Servicer shall hold all of the Certificates of Title for the HVF Vehicles and the HGI Vehicles in the Servicer’s capacity as agent of, and custodian for, the Collateral Agent.  The Servicer or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered by the Servicer pursuant to Section 2.4, and (ii) not release or surrender any such Certificate of Title other than Certificates of Title as to which the security interest of the Collateral Agent has been released in accordance with Section 2.7 of this Agreement; provided, however that the Servicer or the Servicer’s Agents, on behalf of and at the direction of the Servicer, may deliver the Certificate of Title for any HVF Vehicle or HGI Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title.  The Servicer shall cause the Certificates of Title with respect to each HVF Vehicle and HGI Vehicle to show the Nominee (and, with respect to the Initial Hertz Vehicles, Hertz, and with respect to the Service Vehicles, HFC), as the registered owner of such Vehicle, and (other than with respect to the Initial Hertz Vehicles and the Service Vehicles, which shall have no lienholder noted) the Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding sentence.  For the avoidance of doubt, the Servicer shall not be obligated to retitle the Initial Hertz Vehicles or the Service Vehicles which are not currently titled in the name of the Nominee or do not reflect the Collateral Agent, as agent, as the first lienholder.  The Servicer shall pay any compensation payable to a Servicer Agent from its own funds.  Notwithstanding any delegation of duties to a Servicer Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties.  The

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Servicer shall notify the Rating Agencies in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent.

(b)  The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the HVF Vehicles and the HGI Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the HVF Vehicles and the HGI Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.7.  Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the HVF Vehicles and the HGI Vehicles except upon compliance with this Agreement.  To further evidence the power of attorney referred to in this Section 2.6(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the HVF Vehicles or the HGI Vehicles substantially in the form of Exhibit B.

(c)  After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the HVF Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the HVF Vehicles referred to in Section 2.6(b) (including the related power granted under Section 2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent.  The HGI Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the HGI Vehicles referred to in Section 2.6(b) (including the related power granted under Section 2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent.  The Collateral Agent agrees that upon receipt of any such notice (upon which notice the Collateral Agent may conclusively rely) it shall promptly terminate such power of attorney by giving written notice to such effect to the Servicer.  After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on HVF Vehicles and HGI Vehicles unless a contrary written direction is received from a Secured Party.

SECTION 2.7.  Release of Collateral.  (a)  From and after the earliest of (i) in the case of a Program Vehicle subject to a Repurchase Program, the Turnback Date for such Program Vehicle, (ii) in the case of a Program Vehicle subject to a Guaranteed Depreciation Program, the date of sale of such Program Vehicle by an auction dealer to a third party, (iii) in the case of a Non-Program Vehicle, the date of the deposit of the Disposition Proceeds of such Non-Program Vehicle by or on behalf of HVF into the Collection Account or an HVF Exchange Account, (iv) in the case of a Transferred HVF Vehicle, the date the related Transfer Payment is deposited into the Collection Account or an HVF Exchange Account and (v) in the case of a Casualty, the date the related Casualty Payment is deposited into the Collection Account, such HVF Vehicle and the related Certificate of Title shall automatically be released from the Lien of this Agreement.

(b)  From and after the earliest of (i) in the case of a Program Vehicle subject to a Repurchase Program, the Turnback Date for such Program Vehicle, (ii) in the case of a Program Vehicle subject to a Guaranteed Depreciation Program, the date of sale of such Program Vehicle by an auction dealer to a third party, (iii) in the case of a Non-Program Vehicle, the date of the

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deposit of the Disposition Proceeds of such Non-Program Vehicle by or on behalf of HGI into the HGI Account or an HGI Exchange Account, (iv) in the case of a Transferred HGI Vehicle, the date the related Transfer Payment is deposited into the HGI Account or an HGI Exchange Account, (v) in the case of a Casualty, the date the related Casualty Payment is deposited into the HGI Account or an HGI Exchange Account and (vi) in the case of a Rejected Vehicle, the date the related Rejected Vehicle Payment is deposited into the Collection Account or an HGI Exchange Account, such HGI Vehicle and the related Certificate of Title shall automatically be released from the Lien of this Agreement; in addition, HGI may release any of the HGI Vehicle Collateral and any related Certificate of Title from the Lien of this Agreement at any time by directing, in writing, the Servicer and the Collateral Agent to release such HGI Vehicle from such Lien.

(c)  A third party who buys a Vehicle from HVF or HGI in the ordinary course of business shall take such Vehicle free of any Lien created pursuant to this Agreement.

(d)  On each Determination Date, the Servicer will provide the Collateral Agent and each Secured Party with a list of HVF Vehicles and HGI Vehicles as to which the Lien of the Collateral Agent has been released during the Related Month.

(e)  In connection with any release permitted under this Section 2.7, the Collateral Agent and each Secured Party agrees to execute such further documents, if any, as may be reasonably requested by the Servicer to effect such release.

ARTICLE III

THE SERVICER

SECTION 3.1.  Acceptance of Appointment.  The Collateral Agent and each Secured Party hereby appoints Hertz, and Hertz hereby agrees to act, as the initial Servicer under this Agreement.

SECTION 3.2.  Servicer Functions.  The Servicer shall service and administer the Vehicles in accordance with the terms of this Agreement and the Leases, and without limitation of the foregoing, the Servicer shall: (i) cause the Collateral Agent to be shown as the first lienholder on all Certificates of Title for the HVF Vehicles and the HGI Vehicles in accordance with Section 2.6, (ii) designate Vehicles subject to the HVF Lease as HVF Vehicles and Vehicles subject to the HGI Lease as HGI Vehicles on its computer system in accordance with Sections 2.2 and 2.3, (iii) collect all amounts due and owing to the Grantors by the Manufacturers under the Manufacturers Programs in respect of the HVF Vehicles and the HGI Vehicles and to commence enforcement proceedings with respect to such Manufacturer Programs, (iv) collect all other amounts due and owing to the Grantors in respect of such Vehicles and the other Vehicle Collateral, (v) direct payments due under the Manufacturer Programs with respect to the HVF Vehicles and the HGI Vehicles to be deposited directly into a Collateral Account by the Manufacturers and related auction dealers in accordance with Section 2.5(b), (vi) to deposit all sale proceeds from sales of HVF Vehicles and HGI Vehicles to third parties (other than under any related Manufacturer Program) and insurance proceeds and warranty payments in respect of such Vehicles received directly by the Servicer into a Collateral

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Account within two Business Days of receipt by the Servicer in accordance with Section 2.5(b), (vii) turn in the HVF Vehicles and the HGI Vehicles covered by Manufacturer Programs to the relevant Manufacturer within the applicable Repurchase Period in accordance with the Leases and comply with all of its obligations under the Manufacturer Programs, (viii) furnish the Servicer’s Fleet Report as provided in Section 2.4, (ix) instruct the Collateral Agent in writing to make distributions, withdrawals and payments from the Collateral Accounts in accordance with Section 2.5, (x) perform the duties specified in Section 8.20 of the Master Exchange Agreement and Section 6.21 of the Escrow Agreement and (xi) otherwise administer and service the HVF Vehicles and the HGI Vehicles in accordance with the Related Documents.  The Servicer shall have full power and authority, acting alone or through any party properly designated by it hereunder to do any and all things in connection with its servicing and administration duties which it may deem necessary or desirable to accomplish such servicing and administration duties and which does not materially adversely affect the interests of any Secured Party unless otherwise prohibited by the Related Documents.

SECTION 3.3.  The Servicer Not to Resign.  Without the prior written consent of the Collateral Agent and each of the Secured Parties, the Servicer shall not resign from the obligations and duties imposed on it hereunder.

SECTION 3.4.  Servicing Rights of Collateral Agent.  (a)   If the Servicer shall fail to perform any of its obligations hereunder, which failure adversely affects one or more of the Secured Parties, the Collateral Agent, at the direction and at the expense of the Secured Party so adversely affected thereby, shall take such action or cause such action to be taken, to perform such obligations as shall be so directed by such Secured Party, whereupon the Collateral Agent shall have full right and authority to take or cause to be taken such action so directed.

(b)  In the event that the Collateral Agent is directed to take any action with respect to the HVF Vehicles or the HGI Vehicles or perform any obligation of the Servicer pursuant to Section 3.4 of this Agreement, the Servicer shall fully cooperate with the Collateral Agent in any manner requested by the Collateral Agent or the applicable Secured Party in order to assist the Collateral Agent in taking any such action or performing any such duty.

SECTION 3.5.  Incumbency Certificate.  With the delivery of this Agreement and from time to time thereafter, each of the Grantors and the Servicer shall furnish to the Collateral Agent a certificate (each, an “Incumbency Certificate”) certifying as to the incumbency and specimen signatures of each of their respective Authorized Officers.  Until the Collateral Agent receives a subsequent Incumbency Certificate, the Collateral Agent shall be entitled to rely on the last such Incumbency Certificate delivered to it for purposes of determining the Authorized Officers.

SECTION 3.6.  Effective Period and Termination.  The Servicer’s appointment hereunder shall become effective on the date hereof and shall continue in full force and effect until terminated pursuant to this Section 3.6 or until this Agreement shall be terminated.  If all of the rights and obligations of Hertz as Servicer under the HVF Lease shall have been terminated under Section 17 of the HVF Lease, the appointment of Hertz as Servicer in respect of the HVF Vehicles hereunder may be terminated by the HVF Secured Party in the same manner as the HVF Secured Party may terminate the rights and obligations of the Servicer under

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Section 17 of the HVF Lease.  As soon as practicable after any termination of such appointment, the Servicer shall, at its expense, deliver all documents and records relating to the HVF Vehicle Collateral, including, without limitation, the most recent Fleet Report, to the HVF Secured Party or the HVF Secured Party’s agent at such place or places as the HVF Secured Party may reasonably designate.

ARTICLE IV

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.1.  Representations and Warranties of the Grantors.  Each Grantor represents and warrants to the Collateral Agent and each Secured Party as follows as of the Restatement Effective Date and each Series Closing Date:

(a)  The execution, delivery and performance by such Grantor of this Agreement (i) is within such Grantor’s limited liability company powers and has been duly authorized by all necessary limited liability company action, (ii) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (iii) does not contravene, or constitute a default under, any Requirements of Law with respect to such Grantor or any Contractual Obligation with respect to such Grantor or result in the creation or imposition of any Lien on any property of such Grantor, except for Liens created by this Agreement.  This Agreement has been executed and delivered by a duly authorized officer of such Grantor.

(b)  No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by such Grantor of this Agreement or for the performance of any of such Grantor’s obligations hereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by HVF prior to the Restatement Effective Date.

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

(d)  Each Grantor owns and has good and marketable title to the Vehicle Collateral in which such Grantor has an interest, free and clear of all Liens other than Permitted Liens.  This Agreement constitutes a valid and continuing Lien on such Vehicle Collateral in favor of the Collateral Agent on behalf of the related Secured Party, which Lien on such Vehicle Collateral has been perfected (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) and is prior to all other Liens (other than Permitted Liens) and is enforceable as such as against creditors of and purchasers from such Grantor 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

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general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing.

(e)  Other than the security interest granted to the Collateral Agent hereunder, neither Grantor has pledged, assigned, sold or granted a security interest in the Vehicle Collateral.  All action necessary to protect and perfect the Collateral Agent’s security interest in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which such Grantor has an interest has been duly and effectively taken.  No security agreement, financing statement, equivalent security or lien instrument or continuation statement listing such Grantor as debtor covering all or any part of such Vehicle Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by such Grantor in favor of the Collateral Agent in connection with this Agreement or the Trustee in connection with the Indenture, and neither Grantor has authorized any such filing.

(f)  Its legal name is on the signature pages hereto and its location within the meaning of Section 9-307 of the applicable UCC is the State of Delaware.  It will not change its name or the jurisdiction of its organization without 60 days prior written notice to the Collateral Agent.

SECTION 4.2.  Representations and Warranties of the Servicer.  The Servicer represents and warrants to the Collateral Agent and each Secured Party as follows as of the Restatement Effective Date and each Series Closing Date:

(a)  This Agreement has been duly authorized, executed and delivered on behalf of the Servicer and, assuming due authorization, execution and delivery by the other parties hereto, is a valid and legally binding obligation of the Servicer, enforceable against the Servicer in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing).

(b)  The execution, delivery and performance by the Servicer of this Agreement 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 the Servicer 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 the Servicer is a debtor or guarantor (except to the extent that such conflict, breach, creation or imposition is not reasonably likely to result in a 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 Material Adverse Effect) or of the provisions of the Certificate of Incorporation or the By-Laws of the Servicer.

(c)  There is no consent, approval, authorization, order, registration or qualification of or with any Governmental Authority having jurisdiction over the Servicer which is required for the execution, delivery and performance of this Agreement (except to the extent that the failure to obtain such consent, approval, authorization, order, registration or qualification is not reasonably likely to result in a Material Adverse Effect).

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SECTION 4.3.  Covenants of Grantors.  Each Grantor hereby agrees that:

(a)  It shall take all action necessary to maintain and to perfect the Collateral Agent’s security interest on behalf of the related Secured Party in the Vehicle Collateral (other than with respect to the Initial Hertz Vehicles and the Service Vehicles) in which it has an interest now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereunder.

(b)  At any time and from time to time, upon the written request of the Collateral Agent, and at its sole expense, it will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby.  It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its expense.  If any amount payable under or in connection with any of the Vehicle Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent promptly.

(c)  It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Vehicle Collateral in which it has an interest and the Proceeds thereof, for the benefit of the related Secured Party against the claims and demands of all Persons whomsoever.

ARTICLE V

THE COLLATERAL AGENT

SECTION 5.1.  Appointment.  (a)  Each Secured Party, by its execution of this Agreement, appoints the Collateral Agent as its agent under and for purposes of this Agreement.  Each Secured Party authorizes the Collateral Agent to act on behalf of such Secured Party under this Agreement and, in the absence of other written instructions from a Secured Party with respect to the portion of the Vehicle Collateral securing such Secured Party (its “Related Vehicle Collateral”) as may be received from time to time by the Collateral Agent (with respect to which the Collateral Agent agrees that it will comply) to exercise such powers hereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof and to exercise such powers as are provided to each Secured Party with respect to its Related Vehicle Collateral under the Related Documents and with such powers as may be reasonably incidental thereto.  The Collateral Agent is hereby irrevocably appointed the true and lawful attorney-in-fact of each of the Secured Parties, in its name and stead, for such purposes as are necessary or desirable to effectuate the provisions of this Agreement, including, without limitation, in exercising remedies upon or otherwise dealing with the Vehicle Collateral.  Each such power of attorney is irrevocable and coupled with an interest.

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(b)  If either Secured Party represents in writing to the Collateral Agent that it has the right to act with respect to its Related Vehicle Collateral pursuant to the Related Documents, the Collateral Agent may conclusively rely upon such representation and shall exercise any and all rights, remedies, powers and privileges available to such Secured Party with respect to its Related Vehicle Collateral to the extent and in the manner directed by such Secured Party, at the expense of the related Grantor and subject to the other provisions of this Agreement (including without limitation Section 5.4(g)), as permitted under the Related Documents, including, without limitation, the transmission of notices of default, repossession of Vehicles, and the institution of legal or administrative actions or proceedings.  Each of the Grantors and the Secured Parties agrees that the Collateral Agent may exercise such rights, remedies, powers and privileges in lieu of a Secured Party in accordance with the preceding sentence.

(c)  At any time after the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, if the Collateral Agent shall default in its obligation to exercise the rights, remedies, powers or privileges of the HVF Secured Party with respect to the HVF Vehicle Collateral in accordance with the direction of the HVF Secured Party (including any rights under Section 3.4 or 5.1(b)), the Collateral Agent shall, upon the written request of the HVF Secured Party, assign to the HVF Secured Party the Collateral Agent’s security interest in the HVF Vehicle Collateral and shall, at the Collateral Agent’s expense, execute those instruments and documents necessary to effectuate such assignment (including, if necessary, the execution of any documents necessary to effect the change of the first lienholder on Certificates of Title for the HVF Vehicles to the HVF Secured Party or its agent or assignee).

SECTION 5.2.  Representations.  The Collateral Agent hereby represents and warrants that (i) it is an Illinois trust company, duly organized, validly existing and in good standing under the laws of the State of Illinois and it has all requisite power and authority to enter into and perform its obligations under this Agreement and (ii) the execution, delivery and performance by it of this Agreement have been duly authorized by all necessary corporate action on its part, and this Agreement is the legal, valid and binding obligation of the Collateral Agent, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by the application of equitable principles.

SECTION 5.3.  Exculpatory Provisions.  The Collateral Agent makes no representations as to the value or condition of the Vehicle Collateral or any part thereof, as to the status or designation of any Vehicle as a HVF Vehicle or a HGI Vehicle pursuant to Section 2.2, as to the title of either of the Grantors thereto, as to the protection afforded by this Agreement, as to any statements, representations or warranties made by any Person (other than itself) in or in connection with this Agreement or any Related Document, as to the validity, execution (except its own execution), enforceability (except enforceability against itself), priority, perfection, legality or sufficiency of this Agreement or any Related Document or any documents or instruments referred to therein, or the sufficiency or effectiveness or perfection or priority of any Lien on any collateral described in this Agreement, or as to the validity or collectibility of any obligation contemplated by this Agreement, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters.  The Collateral Agent shall not be responsible for insuring the Vehicle Collateral or for the payment of taxes, charges, assessments or Liens upon

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the Vehicle Collateral or for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or otherwise perfecting or maintaining the perfection of its security interest in the Vehicle Collateral purported to be granted hereby or otherwise as to the maintenance of the Vehicle Collateral.

SECTION 5.4.  Limitations on Duties of the Collateral Agent.  (a)  The Collateral Agent undertakes to perform only the duties expressly set forth herein and no implied duties shall be read into this Agreement.  Nothing herein shall be deemed to constitute the Collateral Agent a trustee or fiduciary for any Secured Party.

(b)  The Collateral Agent may exercise the rights and powers granted to it by this Agreement, together with such powers as are reasonably incidental thereto, but only pursuant to the terms of this Agreement.

(c)  The Collateral Agent’s duty of care shall be solely to deal with the Vehicle Collateral as it would deal with property of its own, the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer thereof, or for any action taken or omitted to be taken by it in accordance with this Agreement, except to the extent caused by the gross negligence or willful misconduct of the Collateral Agent.

(d)  The Collateral Agent shall have no authority to grant, convey or assign the Certificates of Title or change the notation of a security interest thereon or deal with the Certificates of Title in any way except as expressly provided herein.

(e)  The Collateral Agent shall have no liability or responsibility for (i) any release of Vehicle Collateral by the Servicer pursuant to Sections 2.7 or (ii) any act of the Servicer taken in its own name or the name of the Collateral Agent.

(f)  The Collateral Agent shall have no duty to calculate, compute or verify, and shall not be held in any manner responsible for the content of the Servicer’s Fleet Report, except to verify that the certificate filed therewith conforms to the form of Exhibit A.

(g)  Except as required by the specific terms of this Agreement, the Collateral Agent shall not be required to exercise any discretion and shall have no duty to exercise or to refrain from exercising any right, power, remedy or privilege granted to it hereby, or to take any affirmative action or refrain from taking any affirmative action hereunder, including with respect to the identification of funds referred to herein or the application thereof, unless directed to do so by the Secured Party specified herein as being entitled to direct the Collateral Agent hereunder or, as provided herein, the Servicer (and shall be fully protected in acting or refraining from acting pursuant to or in accordance with such directions, which shall be binding on each of the Secured Parties).  Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any action (a) that in its reasonable opinion is or may be contrary to law or to the terms of this Agreement, any Related Document or any other agreement or instrument relating to the Vehicle Collateral, or (b) which might or would in its reasonable opinion subject it or any of its directors, officers, employees or agents to personal or financial liability unless it is indemnified hereunder to its satisfaction (and if any indemnity should become, in the reasonable

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determination of the Collateral Agent, inadequate, the Collateral Agent may call for additional indemnity and cease to act until such additional indemnity is given).

(h)  The Collateral Agent may, in its sole discretion, retain counsel, independent accountants and other experts selected by it and may act in reliance upon the advice of such counsel, independent accountants and other experts concerning all matters pertaining to the agencies hereby created and its duties hereunder, and shall be held harmless and shall not be liable for any action taken or omitted to be taken by it in good faith in reliance upon or in accordance with the statements and advice of such counsel (or counsel to Hertz or either of the Grantors), accountants and other experts.

(i)  In the event that the Collateral Agent receives conflicting instructions delivered in accordance with this Agreement, the Collateral Agent shall have the right to seek instructions concerning its duties and actions under this Agreement from any court of competent jurisdiction.  If the Collateral Agent receives unclear or conflicting instructions, it shall be entitled to refrain from taking action until clear or non-conflicting instructions are received, but shall inform the instructing party or parties promptly of its decision to refrain from taking such action.  Without limiting the foregoing, in the event that the Collateral Agent receives unclear or conflicting instructions from the Secured Parties hereunder or there is any other disagreement between the other parties hereto resulting in adverse claims and demands being made in connection with the Vehicle Collateral, or in the event that the Collateral Agent in good faith is in doubt as to what action it should take hereunder, the Collateral Agent shall be entitled to retain the Vehicle Collateral until the Collateral Agent shall have received (i) a final order of a court of competent jurisdiction directing delivery of the Vehicle Collateral or (ii) a written agreement executed by the other parties hereto directing delivery of the Vehicle Collateral in which event the Collateral Agent shall disburse the Vehicle Collateral in accordance with such order or agreement.  Upon request of the Collateral Agent, any such court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Collateral Agent to the effect that such order is final.

(j)  The Collateral Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, any Related Document or any other agreements or instruments relating to the Vehicle Collateral on the part of any party hereto or thereto or to inspect any books and records relating to the Vehicle Collateral other than as it determines necessary in the fulfillment of its own obligations hereunder.

(k)  The Collateral Agent shall be entitled to rely on any communication, certificate, instrument, opinion, report, notice, paper or other document reasonably believed by it to be genuine and correct and to have been signed, given or sent by the proper Person or Persons.  The Collateral Agent shall be entitled to assume that no Amortization Event, Limited Liquidation Event of Default or Liquidation Event of Default shall have occurred and be continuing and that a Collateral Account, and any funds on deposit in or to the credit of a Collateral Account, are not subject to any writ, order, judgment, warrant of attachment, execution or similar process (collectively, a “writ”), unless (i) in the case of any writ, the Collateral Agent has actual knowledge thereof or (ii) the Collateral Agent has received written notice from the Servicer, any of the Grantors or a Secured Party that an Amortization Event, Limited Liquidation Event of

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Default or Liquidation Event of Default has occurred or such writ has been issued and, in each case, continues to be in effect, which notice specifies the nature thereof.

(l)  The Collateral Agent, in its individual capacity, may accept deposits from, lend money to and generally engage in any kind of business with the Servicer, either of the Grantors, any Manufacturer and their respective Affiliates as if it were not the agent of the Secured Parties.

(m)  The Collateral Agent may act through agents, custodians and nominees and shall not be liable for any negligent act on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.  The appointment of agents, custodians and nominees (other than legal counsel) pursuant to this subsection (m) shall be subject to the prior written consent of each of the Grantors and the Secured Parties, which consent shall not be unreasonably withheld, and shall be conditioned on the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding with respect to such appointment.  The possession of the Vehicle Collateral by such agents, custodians or nominees shall be deemed to be the possession by the Collateral Agent.  No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any duties hereunder or in the exercise of any rights and powers hereunder unless the Collateral Agent is provided with an indemnity from one or more of the Secured Parties or other Persons, satisfactory to the Collateral Agent in its sole discretion.

SECTION 5.5.  Resignation and Removal of Collateral Agent.  (a)  The Collateral Agent may, at any time with or without cause by giving forty-five (45) days’ prior written notice to the Servicer, each of the Grantors and the Secured Parties, resign and be discharged of its responsibilities hereunder created, such resignation to become effective upon the appointment by the Secured Parties of a successor Collateral Agent, and the acceptance of such appointment by such successor Collateral Agent.  The Servicer shall, promptly upon receipt thereof, provide a copy of the notice from the Collateral Agent referred to in the preceding sentence to each Rating Agency.  The Collateral Agent may be removed by the Servicer at any time (with or without cause) upon thirty (30) days’ prior written notice by the Servicer to the Collateral Agent, the Grantors, the Secured Parties and each of the Rating Agencies, and the appointment by each of the Secured Parties of a successor Collateral Agent; provided, however, that if the Servicer is in default (beyond all applicable grace and cure periods) under this Agreement or an Amortization Event with respect to any Series of Notes Outstanding has occurred and is continuing, the right of the Servicer to remove the Collateral Agent shall cease and the HVF Secured Party shall have the right to remove the Collateral Agent (with or without cause) upon thirty (30) days’ written notice to the Servicer, the Grantors, the HGI Secured Party, the Collateral Agent and each of the Rating Agencies; provided, further, that no removal of the Collateral Agent shall be effective until the appointment of a successor Collateral Agent and acceptance of such appointment by such Collateral Agent.  Any removed Collateral Agent shall be entitled to its reasonable fees and expenses to the date the successor Collateral Agent assumes the Collateral Agent’s duties hereunder.  The indemnification of Section 5.10 shall survive the termination of the other provisions of this Agreement as to the predecessor Collateral Agent.  If no successor Collateral Agent shall be appointed and approved within thirty (30) days from the date of the giving of the aforesaid notice of resignation or within

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thirty (30) days from the date of such notice of removal, the Collateral Agent or any Secured Party may petition a court of competent jurisdiction to appoint a successor Collateral Agent to act until such time, if any, as a successor Collateral Agent shall be appointed as above provided.  Any successor Collateral Agent so appointed by such court shall immediately upon its acceptance of such appointment without further act supersede any predecessor Collateral Agent.  Upon the appointment of a successor Collateral Agent hereunder and its acceptance of such appointment, the predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.

(b)  The appointment, designation and acceptance referred to in Section 5.5(a) shall, after any required filing, be full evidence of the right and authority to make the same and of all the facts therein recited, and this Agreement shall vest in such successor Collateral Agent, without any further act, deed or conveyance, all of the estate and title of its predecessors and upon such filing for record the successor Collateral Agent shall become fully vested with all the estates, properties, rights, powers, duties, authority and title of its predecessors; but any predecessor Collateral Agent shall nevertheless, on the written request of any Secured Party, the Servicer, any Grantor or any successor Collateral Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent.  Upon the appointment of a successor Collateral Agent hereunder, the predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement; provided, however, that the predecessor Collateral Agent will serve as nominee lienholder for the successor Collateral Agent with respect to those Vehicles on whose Certificate of Title the predecessor Collateral Agent had been named as lienholder prior to its resignation or removal pursuant to this Section 5.5.

SECTION 5.6.  Qualification of Successors to Collateral Agent.  Every successor to the Collateral Agent appointed pursuant to Section 5.5 (i) shall be a bank or trust company in good standing and having power so to act and incorporated under the laws of the United States or any State thereof or the District of Columbia, (ii) shall have capital, surplus and undivided profits of not less than $50,000,000, and (iii) shall have a long-term deposits rating of not less than “BBB-” by Standard & Poor’s and “Baa3” by Moody’s and, unless otherwise agreed to by Fitch, “BBB-”by Fitch, if there be such an institution with such capital, surplus and undivided profits and ratings willing, qualified and able to accept the trust upon reasonable or customary terms.  The appointment of any successor Collateral Agent pursuant to Section 5.5 shall be subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.

SECTION 5.7.  Merger of the Collateral Agent.  Any corporation into which the Collateral Agent may be merged, or with which it may be converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party shall be the Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.  The Collateral Agent shall give the Rating Agencies, the Servicer, each of the Grantors and the Secured Parties prior written notice of any such merger, conversion or consolidation.

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SECTION 5.8.  Compensation and Expenses.  The Servicer shall pay to the Collateral Agent, from time to time (i) compensation for its services hereunder for administering the Vehicle Collateral as the Collateral Agent and the Servicer shall from time to time agree in writing, and (ii) all reasonable out-of-pocket costs and expenses of the Collateral Agent (including reasonable fees and expenses of counsel) (A) arising in connection with the preparation, execution, delivery, or modification of this Agreement and/or the enforcement of any of the provisions hereof or (B) incurred in connection with the administration of the Vehicle Collateral, the sale or other disposition of the Vehicle Collateral pursuant to any Related Document and/or the preservation, protection or defense of the Collateral Agent’s rights under this Agreement and in and to the Vehicle Collateral.

SECTION 5.9.  Stamp, Other Similar Taxes and Filing Fees.  The Servicer shall indemnify and hold harmless the Collateral Agent from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Agreement or any Vehicle Collateral.  The Servicer shall pay, or reimburse the Collateral Agent for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts payable in respect of the execution, delivery, performance and/or enforcement of this Agreement.

SECTION 5.10.  Indemnification.  Each Grantor shall pay, and indemnify and hold the Collateral Agent and each of the officers, employees, directors and agents thereof harmless from and against, any and all liabilities (including liabilities for penalties and liabilities arising or resulting from actions or suits), obligations, losses, judgments, demands, damages, claims, costs or expenses of any kind or nature whatsoever that may at any time be imposed on, incurred by, or asserted against, the Collateral Agent or any such officers, employees, directors or agents in any way relating to or arising out of the Related Vehicle Collateral and the execution, delivery, amendment, enforcement, performance and/or administration of this Agreement (and any agreements related thereto including, without limitation, the Assignment Agreements), including reasonable fees and expenses of counsel and other experts, and each Grantor shall reimburse its related Secured Party for any payments made by such Secured Party to the Collateral Agent or any such officers, employees, directors or agents for any of the foregoing provided that such payments were permitted to be made by such Secured Party under the Related Documents; provided, however, that no Grantor shall be liable for the payment of any portion of such liabilities (including liabilities for penalties and liabilities arising or resulting from actions or suits), obligations, losses, judgments, demands, damages, claims, costs or expenses of the Collateral Agent or any such officers, employees, directors or agents which are determined by a court of competent jurisdiction in a final proceeding to have resulted from the gross negligence or willful misconduct of the Collateral Agent or any such agent.

Each of the Secured Parties agrees to indemnify and hold the Collateral Agent and each of its officers, employees, directors and agents harmless to the same extent as its related Grantor in accordance with the foregoing paragraph but only to the extent that the Collateral Agent has not been paid by such Grantor pursuant to such paragraph; provided that the HVF Secured Party’s obligation to indemnify the Collateral Agent hereunder shall be limited to funds constituting Monthly Servicing Fees and Monthly Administration Fees under the Base Indenture and the related Series Supplements.

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SECTION 5.11.  Waiver of Set-Off by the Collateral Agent.  The Collateral Agent hereby expresssly waives any and all rights of setoff, abatement, diminution or deduction that it may otherwise at any time have under applicable law with respect to the Vehicle Collateral, provided, however, that this waiver shall apply only to obligations owed to the Collateral Agent in its individual capacity and not as an agent for the Secured Parties, and agrees that all Vehicle Collateral shall at all times be held and applied in accordance with the provisions hereof.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1.  Amendments, Supplements and Waivers.  This Agreement may be amended, waived, terminated, supplemented or otherwise modified pursuant to a writing executed by the Collateral Agent, each Secured Party, each Grantor and the Servicer; provided, however, that an amendment may be executed without the consent of a Secured Party if such amendment is effected only to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or which is otherwise defective, to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or any other applicable Related Document and which shall not adversely affect the interests of a Secured Party in any material respect (as evidenced by an Officer’s Certificate of the Servicer) or to amend, waive, terminate, supplement or otherwise modify this Agreement in a manner that only affects HGI or the HGI Vehicle Collateral.  The initial effectiveness of any amendment or other modification to this Agreement shall be subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.  Notwithstanding anything to the contrary contained herein, this Agreement may be amended, supplemented or otherwise modified pursuant to a writing executed by the Collateral Agent, each Grantor and the Servicer without the consent of any Secured Party, but subject to any consents specified in a Series Supplement, in order to permit HVF to provide financing in the form of one or more rated and/or unrated asset backed securities and/or one or more credit facilities to PR Borrower for the purpose of acquiring vehicles for its car rental fleet in Puerto Rico or to make payments in reduction of the principal amount of other indebtedness of PR Borrower or for any other purpose which is permitted in the consents, if any, obtained pursuant to the Series Supplements but subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.

SECTION 6.2.  Notices.  All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address or facsimile number set forth on the signature pages hereof or at such other address or facsimile number as may be designated by such party in a notice to the other parties.  Any notice, if mailed by certified or registered mail and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted upon receipt of electronic confirmation of such, and shall be addressed at the address specified for such party on the signature pages hereto.

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SECTION 6.3.  Headings.  Section, subsection and other headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

SECTION 6.4.  Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

SECTION 6.5.  Counterparts.  This Agreement may be executed in separate counterparts and by the different parties on different counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 6.6.  Binding Effect.  This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.  The parties hereto may not assign either this Agreement or any of their respective rights, interests or obligations hereunder.  Nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or the Vehicle Collateral.

SECTION 6.7.  Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 6.8.  Effectiveness.  This Agreement shall become effective on the execution and delivery hereof and shall remain in effect until no Secured Party shall have any claim on the Vehicle Collateral.

SECTION 6.9.  Termination of this Agreement.  At any time that no amounts are then owing to the Secured Parties under the Related Documents and the Related Documents shall have been terminated, the Servicer may terminate this Agreement upon notice to the Collateral Agent and the Secured Parties, and the Collateral Agent shall take all actions reasonably requested by the Servicer, at the Servicer’s expense, to evidence the termination of this Agreement and the Collateral Agent’s interest in the Vehicle Collateral, including, without limitation, execute such documents and instruments as the Servicer may reasonably request in connection with such reassignment; provided, however, that Sections 5.3, 5.4(a), (c), and (e) through (k), 5.8, and the indemnification set forth in Sections 5.9 and 5.10 shall survive the termination of this Agreement.

SECTION 6.10.  No Bankruptcy Petition Against the Grantors.  Each of the Collateral Agent and the Servicer hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of the latest maturing Note, it will not institute against, or join with any other Person in instituting against, either Grantor, Hertz Vehicles LLC or the Intermediary, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other similar proceedings under any Federal or state bankruptcy or similar law;

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provided, however, that nothing in this Section 6.10 shall constitute a waiver of any right to indemnification, reimbursement or other payment from any Grantor or Secured Party pursuant to this Agreement.  The provisions of this Section 6.10 shall survive the termination of this Agreement, and the resignation or removal of the Collateral Agent.

SECTION 6.11.  No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Collateral Agent or any Secured Party, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

SECTION 6.12.  Submission To Jurisdiction; Waivers.  Each Grantor and the Servicer hereby irrevocably and unconditionally:

(a)  submits for itself and its property in any legal action or proceeding relating to this Agreement or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b)  consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c)  agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Grantor or the Servicer, as the case may be, at its address set forth in Section 6.2 or at such other address of which the Collateral Agent shall have been notified pursuant thereto;

(d)  agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e)  waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

SECTION 6.13.  Waiver of Jury Trial.  THE COLLATERAL AGENT, EACH GRANTOR, EACH SECURED PARTY AND THE SERVICER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 6.14.  Insurance Notification.  The Collateral Agent shall, promptly upon its receipt of notification of any termination of or proposed cancellation or nonrenewal of

26

any insurance policies required to be maintained under any of the Related Documents, notify the related Secured Party of any such termination, proposed cancellation or nonrenewal.

SECTION 6.15.  Waiver of Set-Off With Respect to the Grantors.  Each of the Secured Parties hereby waives and relinquishes any right that it has or may have to set-off or to exercise any banker’s lien or any right of attachment or garnishment with respect to any funds at any time and from time to time on deposit in, or otherwise to the credit of, any account and any claims of the Grantors therein or with respect to any right to payment from the Grantors, it being understood, however, that nothing contained in this Section 6.15 shall, or is intended to, derogate from the assignment and security interest granted to any Secured Party under the Related Documents or the Collateral Agent under this Agreement or impair any rights of the Secured Parties or the Collateral Agent hereunder or thereunder.

SECTION 6.16.  Confidentiality.  Each party hereto (other than Hertz and the Grantors) agrees that it shall not disclose any Confidential Information to any Person without the prior written consent of Hertz or the applicable Grantor, as the case may be, other than (a) to any Secured Party, and then only on a confidential basis, (b) as required by any law, rule or regulation or any judicial process of which Hertz or the applicable Grantor, as the case may be, has knowledge; provided that any party hereto may disclose Confidential Information as required by law, rule or regulation or any judicial process of which Hertz or the applicable Grantor, as the case may be, does not have knowledge if such party is prohibited by law from disclosing such requirement to Hertz or the applicable Grantor, as the case may be, and (c) in the course of litigation with Hertz, any of the Grantors, as the case may be, or any Secured Party.

“Confidential Information” means information that Hertz or any of the Grantors, as applicable, furnishes to a Secured Party on a confidential basis, but does not include any such information that is or becomes generally available to the public other than as a result of a disclosure by such Secured Party or other Person to which such Secured Party delivered such information or that is or becomes available to such Secured Party from a source other than Hertz or any of the Grantors, as the case may be, provided that such source is not (1) known to such Secured Party to be bound by a confidentiality agreement with Hertz or any of the Grantors, as the case may be, or (2) known to such Secured Party to be otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation.

SECTION 6.17.  No Recourse.  The obligations of each Grantor under this Agreement are solely the obligations of such Grantor.  No recourse shall be had for the payment of any amount owing in respect of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement against any member, employee, officer or director of either Grantor.  Fees, expenses or costs payable by either Grantor hereunder shall be payable by such Grantor to the extent and only to the extent that such Grantor is reimbursed therefor pursuant to any of the Related Documents.  In the event that a Grantor is not reimbursed for such fees, expenses or costs, the excess unpaid amount of such fees, expenses or costs shall in no event constitute a claim (as defined in Section 101 of the Bankruptcy Code) against, or corporate obligation of, such Grantor. Nothing in this Section 6.17 shall be construed to limit the Collateral Agent from exercising its rights hereunder with respect to the Collateral.

27

IN WITNESS WHEREOF, each party hereto has executed this Agreement or caused this Agreement to be duly executed by its officer thereunto duly authorized as of the day and year first above written.

HERTZ VEHICLE FINANCING LLC,
as Grantor
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
Address:		225 Brae Boulevard
		Park Ridge, NJ 07656
Attention:		Treasury Department
Telephone:		(201) 307-2000
Facsimile:		(201) 307-2746

HERTZ GENERAL INTEREST LLC,
as Grantor
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
Address:		225 Brae Boulevard
		Park Ridge, NJ 07656
Attention:		Treasury Department
Telephone:		(201) 307-2000
Facsimile:		(201) 307-2746

28

THE HERTZ CORPORATION,
as Servicer
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
Address:		225 Brae Boulevard
		Park Ridge, NJ 07656
Attention:		Treasury Department
Telephone:		(201) 307-2000
Facsimile:		(201) 307-2746

BNY MIDWEST TRUST COMPANY,
as Secured Party, not in its individual
capacity but solely as Trustee
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Vice President
Address:		2 North LaSalle Street, Suite 1020
		Chicago, IL  60602
Attention:		Corporate Trust Administration —
		Structured Finance
Telephone:		(312) 827-8569
Facsimile:		(312) 827-8562

THE HERTZ CORPORATION,
as Secured Party
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
Address:		225 Brae Boulevard
		Park Ridge, NJ 07656
Attention:		Treasury Department
Telephone:		(201) 307-2000
Facsimile:		(201) 307-2746

29

BNY MIDWEST TRUST COMPANY,
not in its individual capacity but
solely as Collateral Agent
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Vice President
Address:		2 North LaSalle Street, Suite 1020
		Chicago, IL  60602
Attention:		Corporate Trust Administration —
		Structured Finance
Telephone:		(312) 827-8569
Facsimile:		(312) 827-8562

30

EXHIBIT A

SERVICER’S FLEET REPORT

Pursuant to Sections 2.4 and 2.6 of the Second Amended and Restated Collateral Agency Agreement dated as of January 26, 2007, among HERTZ VEHICLE FINANCING LLC, as a grantor, HERTZ GENERAL INTEREST LLC, as a grantor, THE HERTZ CORPORATION, as Servicer, THE HERTZ CORPORATION, as a Secured Party, BNY MIDWEST TRUST COMPANY, as trustee, as a Secured Party and BNY MIDWEST TRUST COMPANY, as Collateral Agent (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”), the Servicer hereby certifies that attached hereto is a (1) report which shows for each of the HVF Vehicles (and as subsets thereof, each of the Initial Hertz Vehicles and the Service Vehicles), the HGI Vehicles, the GE Financed Vehicles and the other Vehicles owned by Hertz as of [the last day of] [the fifteenth day of]            20   : (a) the VINs with respect to each such Vehicle, (b) the date of the original purchase of such Vehicle, (c) whether such Vehicle is a Program Vehicle or a Non-Program Vehicle, (d) the Capitalized Cost and Net Book Value for each such Vehicle, and (e) the state in which each such Vehicle is titled and (2) a list of all locations in which the Certificates of Title for the HVF Vehicles and the HGI Vehicles are held by the Servicer or Servicer’s Agents as of the last day of such month and the name and address of all Servicer’s Agents as of the last day of such month.  Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Collateral Agency Agreement.

Duly certified and executed, this      day of                         , 20     .

THE HERTZ CORPORATION,
as Servicer
By:
	Name:
	Title:

A-1

EXHIBIT B

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that BNY MIDWEST TRUST COMPANY, as Collateral Agent (the “Collateral Agent”) under that certain Second Amended and Restated Collateral Agency Agreement, dated as of January 26, 2007, among HERTZ VEHICLE FINANCING LLC, as a grantor, HERTZ GENERAL INTEREST LLC, as a grantor, THE HERTZ CORPORATION, as Servicer, THE HERTZ CORPORATION, as a Secured Party, BNY MIDWEST TRUST COMPANY, as trustee as a Secured Party, and the Collateral Agent, (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Collateral Agency Agreement”) does hereby make, constitute and appoint THE HERTZ CORPORATION, as Servicer) and/or HERTZ VEHICLES LLC its true and lawful Attorney(s)-in-Fact for it and in its name, stead and behalf to execute any and all documents and instruments (i) to note the Collateral Agent as the holder of a first Lien on the Certificate of Title, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title is in the name of the Collateral Agent, (ii) to release the Collateral Agent’s Lien on any Certificate of Title, in connection with the sale or disposition of any Vehicle permitted pursuant to the provisions of Section 2.7 of the Collateral Agency Agreement and (iii) to appoint individual representatives of THE HERTZ CORPORATION and/or HERTZ VEHICLES LLC as attorneys-in-fact to fulfill the purposes of this Power of Attorney.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Collateral Agency Agreement.

GIVING AND GRANTING unto said attorney(s) full power and authority to do and perform each and every act and thing whatsoever, requisite, necessary or proper to be done in furtherance of the foregoing.

The powers and authority granted hereunder shall, unless sooner revoked by the Collateral Agent in accordance with Section 2.6 of the Collateral Agency Agreement or following the resignation or removal of the Collateral Agent under the Collateral Agency Agreement, cease upon the termination of the Collateral Agency Agreement.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed on its behalf on this              day of                 , 20    .

BNY MIDWEST TRUST COMPANY,
not in its individual capacity
but solely as Collateral Agent
By:
	Name:
	Title:

B-1

STATE OF NEW YORK	)
	:	ss.:
COUNTY OF NEW YORK	)

Subscribed and sworn before me, a notary public, in and for said county and state, this        day of                    , 20     .

Notary Public

My Commission Expires:

B-2

EX-4.9.13

EXHIBIT 4.9.13

AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT

dated as of January 26, 2007

among

THE HERTZ CORPORATION,

HERTZ VEHICLE FINANCING LLC,

HERTZ GENERAL INTEREST LLC,

HERTZ CAR EXCHANGE INC.

and

J.P. MORGAN PROPERTY HOLDINGS LLC

Table of Contents

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions	2
ARTICLE II
General Exchange Provisions
SECTION 2.01.	Exchange of Property	8
SECTION 2.02.	Disposition and Transfer of Relinquished Property	9
SECTION 2.03.	Acquisition and Transfer of Replacement Property	10
SECTION 2.04.	Assignment of Agreements	10
SECTION 2.05.	Notice to Purchasers and Sellers	11
SECTION 2.06.	Direct Transfers	11
SECTION 2.07.	Matching of Relinquished and Replacement Property	11
SECTION 2.08.	Disclosure of Relationship	12
SECTION 2.09.	Exclusivity	12
SECTION 2.10.	Records	12
ARTICLE III
Identification
SECTION 3.01.	Identification of Replacement Property	12
SECTION 3.02.	Revocation of Identification	13
ARTICLE IV
Accounts
SECTION 4.01.	Accounts	13
SECTION 4.02.	Separation and Application of Funds in Joint Collection Accounts and Exchange Accounts; Proceeds from Transfer of Relinquished Property by the QI	15
SECTION 4.03.	Payment for Replacement Property	17
SECTION 4.04.	Investment of Funds in the Exchange Account	18
SECTION 4.05.	Disbursements from Account	18
SECTION 4.06.	Disbursement Occurrence	18

i

	Page
ARTICLE V
Indemnity By Each Legal Entity
SECTION 5.01. No Personal Liability	19
SECTION 5.02. Indemnity	19
SECTION 5.03. Survival	19
ARTICLE VI
Representations, Warranties And Covenants
SECTION 6.01. Representations and Warranties of the QI	20
SECTION 6.02. Representations and Warranties of Owner	21
SECTION 6.03. Representations and Warranties of Each Legal Entity	22
SECTION 6.04. Survival of Representations and Warranties	23
SECTION 6.05. Maintenance of Separate Existence	23
SECTION 6.06. Ownership by Owner; Mergers	24
SECTION 6.07. Organizational Documents	25
SECTION 6.08. No Other Agreements	25
SECTION 6.09. Other Business	25
SECTION 6.10. QI Parent Downgrade Event Sale	25
SECTION 6.11. Trademark License	26
SECTION 6.12. Confidentiality	27
ARTICLE VII
Term And Compensation; Escrow Agreement Termination
SECTION 7.01. Term	27
SECTION 7.02. Compensation	29
SECTION 7.03. Escrow Agreement Termination	29
ARTICLE VIII
Miscellaneous
SECTION 8.01. Pending Litigation	29
SECTION 8.02. Notices	29
SECTION 8.03. Amendments	31
SECTION 8.04. Successors and Assigns; No Third-Party Beneficiaries	31
SECTION 8.05. Governing Law, Venue, Jury Trial Waiver, and Attorneys’ Fees	31
SECTION 8.06. Indebtedness	32
SECTION 8.07. Strict Performance	32
SECTION 8.08. Severability; Interpretation	32
SECTION 8.09. Dates, Descriptions, Values, and Matching	32

	Page
SECTION 8.10. Counterparts	32
SECTION 8.11. Entire Agreement	33
SECTION 8.12. Electronic Signature	33
SECTION 8.13. Acknowledgment of Independent Relationship	33
SECTION 8.14. Headings	33
SECTION 8.15. Force Majeure	33
SECTION 8.16. Consequential Damages	33
SECTION 8.17. Investment Losses	34
SECTION 8.18. Treasury Regulations Disclosure Requirements	34
SECTION 8.19. No Petitions	34
SECTION 8.20. Servicer	34

This AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (this “Agreement”) is entered into as of January 26, 2007, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. MORGAN PROPERTY HOLDINGS LLC, a Delaware limited liability company (“Property Holdings”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).

W I T N E S S E T H :

WHEREAS, the QI, Property Holdings, Hertz, HVF and HGI entered into a Master Exchange Agreement dated as of December 21, 2005 (the “Prior Agreement”);

WHEREAS, the QI, Property Holdings, Hertz, HVF and HGI desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, HVF and HGI are single member limited liability companies, solely owned by Hertz, and therefore disregarded entities for purposes of the Code and the Treasury Regulations;

WHEREAS, each action taken by a Legal Entity in its individual capacity pursuant to this Agreement shall, for purposes of the Code and the Treasury Regulations, have been taken by Exchangor;

WHEREAS, Exchangor desires to exchange certain Vehicles that are held for productive use in its trade or business and that constitute Relinquished Property for other vehicles to be held for productive use in its trade or business that are like-kind to the Relinquished Property;

WHEREAS, the Relinquished Property will be sold to various buyers (each a “Buyer”) from time to time, including Manufacturers and purchasers at auctions;

WHEREAS, the Replacement Property will be purchased from time to time from various Manufacturers and vehicle dealers (each a “Seller”);

WHEREAS, it is the intention of the parties that each Exchange of Relinquished Property for Replacement Property, and the transactions related thereto, be effectuated pursuant to the terms of this Agreement;

WHEREAS, Exchangor and the QI desire and intend that the Exchanges accomplished by Exchangor and the QI under this Agreement (the “LKE Program”) satisfy the requirements of a “like kind exchange program” pursuant to Section 3.02 of Revenue Procedure 2003-39;

WHEREAS, Exchangor desires to effectuate each Exchange in a manner that will qualify as a like-kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the treasury regulations (the “Treasury Regulations”) promulgated thereunder (and any applicable corresponding provisions of state tax legislation) pursuant to one or more of the “safe harbors” described in Section 1.1031(k)-1(g) of the Treasury Regulations, and Revenue Procedure 2003-39;

WHEREAS, the QI is willing to act as a “qualified intermediary” within the meaning of Section 1031 of the Code and Section 1.1031(k)-1(g)(4) of the Treasury Regulations (such entity, a “Qualified Intermediary”) in order to facilitate Exchanges of Relinquished Property for Replacement Property;

WHEREAS, it is the intention of the parties to maintain Joint Collection Accounts, Exchange Accounts and Joint Disbursement Accounts so that for purposes of the Treasury Regulations Exchangor is not determined to be in actual or constructive receipt of proceeds (including any earnings thereon) from the disposition of any Relinquished Property;

WHEREAS, Exchangor and the QI desire and intend this Agreement to satisfy the requirement of a written agreement referred to in Section 1.1031(k)-1(g)(4)(iii)(B) of the Treasury Regulations with respect to the applicable Relinquished Property and the applicable Replacement Property; and

WHEREAS, each Legal Entity will continue to comply with its obligations under the Related Documents to which it is a party;

NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein, each Legal Entity and the QI hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01.  Definitions.  Capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in Schedule I to the Base Indenture.  The following terms used in this Agreement shall have the following meanings, unless otherwise expressly provided herein:

“Accounts” shall mean any Exchange Account, any Joint Collection Account or any Joint Disbursement Account, as the context requires.

“Accession Agreement” shall have the meaning set forth in Section 6.10(d).

“Additional Subsidies” shall mean funds (other than funds that currently constitute Relinquished Property Proceeds) that Exchangor may use for the acquisition of Replacement Property and to make Non-LKE Disbursements, which include:

(i) funds on deposit in any Account that were Relinquished Property Proceeds but have not been identified to Replacement Property within the Identification Period or

2

with respect to which any identification has been revoked or the Exchange Period has expired without acquisition of Replacement Property;

(ii) funds on deposit in any Account that were Relinquished Property Proceeds but are no longer Relinquished Property Proceeds because Exchangor has received all of the Replacement Property that was identified with respect to the related Relinquished Property Proceeds during the Identification Period for the related Exchange pursuant to Section 3.01 hereof;

(iii) funds on deposit in any Account that never were Relinquished Property Proceeds, including, among other amounts, Non-Qualified Funds, additional amounts transferred to a Joint Disbursement Account by a Legal Entity pursuant to Section 4.03(e) and any earnings on deposit in any Account that are not Qualified Earnings; and/or

(iv) funds that may be withdrawn pursuant to Section 4.06.

“Agreement” shall have the meaning set forth in the preamble hereto.

“Automated Clearing House” shall mean a facility that processes debit and credit transactions under rules established by a Federal Reserve Bank operating circular on automated clearing house items or under rules of an automated clearing house association.

“Base Indenture” shall mean the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and BNY Midwest Trust Company, as trustee, as amended, modified or supplemented from time to time.

“Business Day” shall mean any day except a Saturday, Sunday or legal holiday on which the offices of the Trustee, any Legal Entity, the QI or, with respect to any matter involving any Account, the Escrow Agent (or any successor thereto) are not open for business.

“Buyer” shall have the meaning set forth in the recitals hereto.

“Collateral Agency Agreement” means the Second Amended and Restated Collateral Agency Agreement, dated as of the date hereof, among HVF, HGI, Hertz and the Trustee, as amended, modified or supplemented from time to time.

“Disbursement Occurrence” shall have the meaning set forth in Section 4.06 hereof.

“Disqualified Person” shall have the meaning set forth in Section 6.01(k) hereof.

“Downgrade Sale” shall have the meaning set forth in Section 6.10(a) hereof.

“Electronic Funds Transfer” shall mean any funds transfer initiated by an electronic instruction, including, without limitation, any funds transfer via the Automated Clearing House system, any wire transfer via the Federal Reserve System and any funds transfer recorded on the books and records of the banking institution maintaining the relevant accounts.

3

“Escrow Accounts” shall mean the “Escrow Accounts” under and as defined in the Escrow Agreement.

“Escrow Agent” shall mean the “Escrow Agent” under and as defined in the Escrow Agreement.

“Escrow Agreement” shall mean that agreement by and among the Escrow Agent, each Legal Entity and the QI, dated as of the date hereof, pursuant to which one or more Exchange Accounts and Joint Disbursement Accounts shall be maintained as escrow accounts on behalf of the Legal Entities and any replacement of such agreement.

“Event of Default” shall have the meaning set forth in the GE Credit Agreement.

“Exchange” shall mean Exchangor’s transfer of Relinquished Property and Exchangor’s corresponding receipt of Replacement Property within the relevant Exchange Period with which the Relinquished Property has been matched by Exchangor that are of like-kind, as defined in Sections 1.1031(a)-1(b) and 1.1031(a)-2 of the Treasury Regulations.

“Exchange Account” shall mean any account established by the QI pursuant to the Escrow Agreement and (a) in the case of any HVF Exchange Account, maintained by the Trustee, in the joint name of the QI and the Trustee pursuant to Section 5A.1 of the Base Indenture or (b) in the case of any Hertz GE Exchange Account, maintained by the GE Collateral Agent in the joint name of the QI and the GE Collateral Agent pursuant to the provisions of the GE Credit Agreement and the GE Collateral Agreement, that (1) is used to receive Relinquished Property Proceeds and any Additional Subsidies from a Joint Collection Account, and (2) is used to provide such funds to another Exchange Account or a Joint Disbursement Account (to the extent of the funds in such Exchange Account pursuant to the Escrow Agreement).

“Exchange Period” shall mean, with respect to the Relinquished Property transferred in an Exchange, as defined in Section 1.1031(k)-1(b)(2) of the Treasury Regulations, the period beginning on the date such Relinquished Property is transferred to the QI and ending at 11:59 p.m. (New York City time) on the earlier of (a) the one hundred eightieth (180th) calendar day thereafter (irrespective of whether such day is a weekend day or a holiday) or (b) the due date (including extensions) for Exchangor’s U.S. federal income tax return for the year in which the transfer of the Relinquished Property takes place.

“Exchangor” shall mean Hertz, HVF and HGI, collectively, which are treated as a single taxpayer for purposes of the Code and the Treasury Regulations.

“GE Collateral Account” shall have the meaning assigned to the term “Collateral Account” in the GE Collateral Agreement.

“GE Collateral Agent” shall have the meaning assigned to the term “Domestic Collateral Agent” in the GE Credit Agreement.

“GE Collateral Agreement” shall mean the Domestic Guarantee and Collateral Agreement, dated as of September 29, 2006, made by Hertz and certain of its subsidiaries in favor of Gelco Corporation dba GE Fleet Services, as administrative agent and collateral agent,

4

as amended, amended and restated, modified or supplemented or refinanced or replaced from time to time.

“GE Credit Agreement” means the Credit Agreement, dated as of September 29, 2006, among Hertz and Puerto Ricancars, Inc., as borrowers, the lenders from time to time parties thereto and Gelco Corporation dba GE Fleet Services, as administrative agent, domestic collateral agent and PRUSVI collateral agent, as amended, amended and restated modified or supplemented or refinanced or replaced from time to time.

“GE Financed Vehicle” shall mean a Vehicle that is owned by Hertz that is registered or submitted for registration in the state of Hawaii or Kansas, regardless of whether the GE Collateral Agent is the named lienholder for such Vehicle.  Buses, salvage vehicles and tow trucks shall not be deemed to be GE Financed Vehicles.

“GE Loan Documents” shall have the meaning assigned to the term “Loan Documents” in the GE Credit Agreement.

“Hertz” shall have the meaning set forth in the preamble hereto.

“Hertz Exchange Account” shall mean any Exchange Account that receives funds from a Joint Collection Account or another Exchange Account relating to Relinquished Property Proceeds from a Vehicle that was owned by Hertz in the circumstances described in Section 4.02(a) hereof.

“Hertz GE Exchange Account” shall mean the Hertz Exchange Account maintained pursuant to the provisions of the GE Credit Agreement and the GE Collateral Agreement.

“HGI” shall have the meaning set forth in the preamble hereto.

“HGI Exchange Account” shall mean any Exchange Account that (a) receives funds from a Joint Collection Account or another Exchange Account relating to Relinquished Property Proceeds from a Vehicle that was owned by HGI in the circumstances described in Section 4.02(a) hereof and (b) may receive funds from an HVF Exchange Account or a Hertz Exchange Account in the circumstances described in Section 4.02(a) hereof.

“HVF” shall have the meaning set forth in the preamble hereto.

“HVF Exchange Account” shall mean any Exchange Account that receives funds from a Joint Collection Account or another Exchange Account relating to Relinquished Property Proceeds from a Vehicle that was owned by HVF in the circumstances described in Section 4.02(a) hereof.

“Identification Period” shall mean, with respect to the Relinquished Property transferred in an Exchange, as defined in Section 1.1031(k)-l(b)(2) of the Treasury Regulations, the period beginning on the date such Relinquished Property is transferred to the QI and ending at 11:59 p.m. (New York City time) on the forty-fifth (45th) calendar day thereafter (irrespective of whether such day is a weekend day or a holiday).

5

“Identified Replacement Vehicles” means vehicles that have been identified and designated as Replacement Property with respect to Relinquished Property pursuant to Section 3.01 hereof, provided such identification has not been revoked pursuant to Section 3.02 hereof.

“Independent Director” shall mean a Person who is not, and during the previous five years was not (i) a stockholder, member, partner, director, officer, employee, affiliate, associate, creditor or independent contractor of Owner or any of its affiliates or associates (excluding, however, any service provided by a Person engaged as an “independent” manager or director, as the case may be) or (ii) a Person owning directly or beneficially any outstanding shares of common stock of Owner or any of its affiliates, 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 (iii) a member of the immediate family of any Person described above.

“Joint Collection Account” shall mean any account maintained by the Collateral Agent, in the joint name of the QI and the Collateral Agent (as a Collateral Account) pursuant to Section 2.5(a) of the Collateral Agency Agreement that (1) processes funds collected on behalf of each Legal Entity, (2) is used for identification and subsequent separation of the portion of such funds attributable to receipts of Hertz, HVF, and HGI and (3) is used to separate Relinquished Property Proceeds from Additional Subsidies.

“Joint Disbursement Account” shall mean an account as defined in Section 5.02 of Revenue Procedure 2003-39 (1) that is used to receive Relinquished Property Proceeds from an Exchange Account and any Additional Subsidies from whatever source, and (2) which may be used to disburse Relinquished Property Proceeds and Additional Subsidies in order to acquire Replacement Property and to disburse Additional Subsidies to make Non-LKE Disbursements.

“Legal Entity” shall mean each of Hertz, HVF or HGI, individually.

“Licensed Trademark” shall have the meaning set forth in Section 6.10(a) hereof.

“Licensed Services” shall have the meaning set forth in Section 6.10(a) hereof.

“Material Action” shall mean any action described in clauses (i) through (iii) of Section 8(a) of the QI’s certificate of incorporation.

“LKE Program” shall have the meaning set forth in the recitals hereto.

“Non-LKE Disbursements” shall mean disbursements for items other than the acquisition of Replacement Property (including the acquisition of non-Replacement Property and any fees, expenses or other costs required to be paid pursuant to Section 7.02 hereof) that are funded solely with Additional Subsidies.

“Non-Qualified Funds” shall mean all amounts that are deposited into the Joint Collection Accounts that are not Relinquished Property Proceeds.

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“Owner” shall mean Property Holdings, or any other entity that acquires all of the issued and outstanding shares of the QI pursuant to Section 6.10 hereof.

“Qualified Earnings” shall mean, with respect to any Relinquished Property, the earnings received on the Relinquished Property Proceeds from such Relinquished Property that have been held in an Escrow Account for a period not exceeding the Exchange Period for such Relinquished Property.

“Qualified Intermediary” shall have the meaning set forth in the recitals hereto.

“QI” shall have the meaning set forth in the preamble hereto.

“QI Indemnitee” shall have the meaning set forth in Section 5.02(a) hereof.

“QI Parent Downgrade Event” shall mean, on any date of determination, either (i) JPMorgan Chase Bank, N.A. (or any entity that becomes the ultimate parent of the QI) shall have a short-term credit rating of below “A-1+” from S&P or below “P-1” from Moody’s or (ii) if at any time JPMorgan Chase Bank, N.A. (or any entity that becomes the ultimate parent of the QI) does not have a short-term credit rating, JPMorgan Chase Bank, N.A. (or any entity that is a successor to JPMorgan Chase Bank, N.A. as the ultimate parent of the QI) shall have a long-term credit rating of below “AA-” from S&P or below “Aa3” from Moody’s.

“Relinquished Property” shall mean certain vehicles used in Exchangor’s business and qualifying as “relinquished property” within the meaning of Section 1.1031(k)-1(a) of the Treasury Regulations, which have been identified as such in a written notice delivered by a Legal Entity pursuant to Section 2.05 hereof to each other party to the applicable Relinquished Property Agreement of the assignment of such Relinquished Property Agreement to the QI.

“Relinquished Property Agreement” shall mean any agreement relating to the sale or other disposition of Relinquished Property, including but not limited to each Manufacturer Program relating to Relinquished Property of a Legal Entity, each agreement arising from the exercise by a Legal Entity of its right to sell a Vehicle that is Relinquished Property to a Manufacturer pursuant to the terms of its Manufacturer Program and each agreement by a Legal Entity to sell a Vehicle that is Relinquished Property to any third party otherwise than pursuant to a Manufacturer Program.

“Relinquished Property Proceeds” shall mean, funds derived from or otherwise attributable to the transfer of Relinquished Property, including any Qualified Earnings thereon, and excluding earnings thereon that do not constitute Qualified Earnings.

“Replacement Property” shall mean certain vehicles that are like-kind, as defined in Sections 1.1031(a)-1(b) and 1.1031(a)-2 of the Treasury Regulations, to the Relinquished Property and held for productive use, as described in Section 1.1031(a)-1 of the Treasury Regulations, in connection with Exchangor’s business operations and qualifying as “replacement property” within the meaning of Section 1.1031(k)-1(a) of the Treasury Regulations.

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“Replacement Property Acquisition Cost” shall mean, with respect to a Replacement Property, the amount of consideration required to be paid to the Seller of such Replacement Property under any related Replacement Property Agreement.

“Replacement Property Agreement” shall mean any agreement (including an obligation of HGI) relating to the acquisition of Replacement Property, including but not limited to each agreement by HGI to purchase a vehicle which is Replacement Property from a Manufacturer or a vehicle dealer, whether such agreement to purchase arises under a Manufacturer Program or otherwise.

“Rights” shall mean (1) with respect to any Relinquished Property, each Legal Entity’s rights in a Relinquished Property Agreement (but not its obligations), as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iv) and (v), to sell the Relinquished Property and (2) with respect to any Replacement Property, each Legal Entity’s rights in a Replacement Property Agreement (but not its obligations), as defined in Treasury Regulations Section 1.1031(k)-1(g)(4)(iv) and (v), to acquire the Replacement Property.

“S&P” shall mean Standard and Poor’s Rating Service or any successor thereto.

“Safe Harbor” shall mean any one or more of the safe harbors described in Section 1.1031(k)-1(g) of the Treasury Regulations and any one or more of the safe harbor provisions of Revenue Procedure 2003-39.

“Sale Notice” shall have the meaning set forth in Section 6.10(a) hereof.

“Seller” shall have the meaning set forth in the recitals hereto.

“Start Date” shall mean the date on which Exchangor begins exchanging vehicles in the applicable LKE Program.

“Termination Date” shall have the meaning set forth in Section 7.01(a) hereof.

“Treasury Regulations” shall have the meaning set forth in the recitals hereto.

“Vehicle” shall mean a “Vehicle” (as defined in Schedule I to the Base Indenture) or a passenger automobile, light-duty truck, bus or tow truck which is owned by Hertz, as applicable.

ARTICLE II

General Exchange Provisions

SECTION 2.01.  Exchange of Property.  (a)  In accordance with the terms of this Agreement, the QI agrees to transfer Relinquished Property to a Buyer, pursuant to the terms of Section 2.02 hereof, and to subsequently acquire Replacement Property of a like-kind from a Seller pursuant to the terms of Section 2.03 hereof in transactions intended to qualify as exchanges under Section 1031 of the Code.

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(b)  No transfer by a Legal Entity of Relinquished Property pursuant to this Agreement shall be made unless each of the following conditions are satisfied:  (u) the Escrow Agreement shall be in effect; (v) no Manufacturer Event of Default with respect to the Manufacturer Program pursuant to which such Relinquished Property is intended to be transferred pursuant to this Agreement shall have occurred and be continuing at the time of such transfer; (w) in connection with the transfer of any Program Vehicle pursuant to an Eligible Manufacturer Program, the applicable Legal Entity shall have contracted to sell such Program Vehicle pursuant to such Eligible Manufacturer Program (the Manufacturer party to which shall have consented to the purchase and sale of Vehicles by the QI pursuant to an Assignment Agreement, which consent shall not have been revoked) and shall have directed the QI to sell such Program Vehicle pursuant to such Eligible Manufacturer Program on the date such Program Vehicle becomes Relinquished Property pursuant to this Agreement; (x) on the date of any transfer of any Vehicle to the QI, the only obligations or liabilities, if any, secured by such Vehicle are obligations or liabilities arising under the Related Documents, the GE Credit Agreement, the GE Collateral Agreement or the other GE Loan Documents; (y) solely with respect to (i) a proposed transfer by HVF of Relinquished Property pursuant to this Agreement or (ii) a proposed transfer by Hertz of Relinquished Property with respect to a GE Financed Vehicle pursuant to this Agreement, as of the date of any such transfer, a QI Parent Downgrade Event shall not have occurred and continued unremedied for a period of seven calendar days (ending at 11:59 p.m. on such seventh day) prior to such date (unless such QI Parent Downgrade Event has been remedied) and (z) on the date of any such transfer, the following statements shall be true:  (i) solely with respect to a proposed transfer by HVF of Relinquished Property pursuant to this Agreement, no Potential Amortization Event or Amortization Event and no Liquidation Event of Default or Limited Liquidation Event of Default has occurred and is continuing or would result from the making of such transfer, (ii) solely with respect to a proposed transfer by Hertz of Relinquished Property with respect to a GE Financed Vehicle pursuant to this Agreement, no Event of Default has occurred and is continuing or would result from the making of such transfer, (iii) the Termination Date has not occurred and (iv) the representations and warranties of the QI in Article VI hereof are true and correct on and as of such date and shall be deemed to have been made on and as of such date with the same effect as though made on and as of such date.  In connection with any such transfer of Relinquished Property, (A) the applicable Legal Entity, by making such transfer, shall be deemed to have represented and warranted to the effect set forth in clauses (z)(i), (ii) and (iii) above, and (B) the QI shall be deemed to have represented and warranted to the effect set forth in clause (z)(iv) above.

SECTION 2.02.  Disposition and Transfer of Relinquished Property.  Each Legal Entity has entered, and/or from time to time may enter, into one or more Relinquished Property Agreements with one or more Buyers for the sale of Relinquished Property.  In connection with each Exchange, the applicable Legal Entity shall, in accordance with Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations:  (a) assign to the QI all of its Rights with respect to such Relinquished Property under the applicable Relinquished Property Agreements in accordance with Section 2.04 hereof, such assignment to be made without recourse to the QI (and the QI agrees to accept such assignments); (b) notify all parties to the applicable Relinquished Property Agreements in writing of the assignment in accordance with Section 2.05 prior to or concurrent with the date of transfer of the Relinquished Property to the applicable Buyer, and (c) transfer its interest in the Relinquished Property to the applicable Buyer pursuant to the applicable Relinquished Property Agreements.

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SECTION 2.03.  Acquisition and Transfer of Replacement Property.  HGI has entered, and/or from time to time may enter, into one or more Replacement Property Agreements with one or more Sellers for the purchase of Replacement Property.  In connection with each Exchange, HGI shall, in accordance with Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations:  (a) assign to the QI all of its Rights with respect to such Replacement Property under the applicable Replacement Property Agreements in accordance with Section 2.04 hereof, any such assignment to be made without recourse to the QI (and the QI agrees to accept such assignments); (b) notify all parties to the applicable Replacement Property Agreement in writing of the assignment in accordance with Section 2.05 prior to or concurrent with the date of transfer of the Replacement Property from the applicable Seller, and (c) receive an ownership interest in the Replacement Property from the applicable Seller pursuant to the applicable Replacement Property Agreement.

SECTION 2.04.  Assignment of Agreements.

(a)  Existing Agreements.  Each Legal Entity hereby assigns to the QI, solely in the QI’s capacity as Qualified Intermediary, such Legal Entity’s Rights, but not its obligations, under each related Relinquished Property Agreement to which such Legal Entity is a party as of the date hereof, such assignment to be effective only upon such Legal Entity’s transfer of such Relinquished Property pursuant to Section 2.02 hereof and only with respect to such Relinquished Property, and the QI hereby agrees to accept such assignment, solely in its capacity as Exchangor’s Qualified Intermediary.  HGI hereby assigns to the QI, solely in the QI’s capacity as Exchangor’s Qualified Intermediary, HGI’s Rights, but not its obligations, under each related Replacement Property Agreement to which HGI is a party as of the date hereof with respect to such Replacement Property, and the QI hereby accepts such assignment, solely in its capacity as Exchangor’s Qualified Intermediary.

(b)  New Agreements.  Each Legal Entity hereby assigns to the QI, solely in the QI’s capacity as Qualified Intermediary, such Legal Entity’s Rights, but not its obligations, under each related Relinquished Property Agreement that it enters into after the date of this Agreement, such assignment to be effective only upon such Legal Entity’s transfer of such Relinquished Property pursuant to Section 2.02 hereof and only with respect to such Relinquished Property.  HGI hereby assigns to the QI, solely in the QI’s capacity as Qualified Intermediary, HGI’s Rights, but not its obligations, under each Replacement Property Agreement that it enters into after the date of this Agreement with respect to such Replacement Property.  Unless otherwise agreed by the parties, each Legal Entity shall make available to the QI a report of daily activity listing such new agreements into which it entered during the period covered by such report.  The QI shall and hereby does accept each assignment pursuant to this Section 2.04(b) from each Legal Entity, solely in its capacity as Exchangor’s Qualified Intermediary.

(c)  Revocation of, or Change in, Assignment.  (i) By notice to the QI, each Legal Entity may revoke its assignment to the QI of its Rights with respect to any Replacement Property identified in such notice.  (ii) By notice to the QI, each Legal Entity may cease assigning to the QI such Legal Entity’s Rights pursuant to this Section 2.04 with respect to any of its Relinquished Property identified in such notice and any related Relinquished Property Agreement, if then in existence, whereupon the property identified in such notice shall cease to be Relinquished Property and any related agreement shall cease to be a Relinquished Property

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Agreement to the extent related to the property specified in such notice.  (iii) Not later than the Termination Date specified in any notice of termination delivered pursuant to Section 7.01(a) hereof or the Special Termination Date specified in Section 7.01(b) hereof, the applicable Legal Entity or all the Legal Entities, in the case of the occurrence of the Special Termination Date, shall cease assigning to the QI its Rights with respect to any Relinquished Property arising on or after such date.  Any such notices shall only be effective with respect to property transferred or received after the date on which such notice is given.

(d)  Safe Harbor.  For purposes of the Code and the Treasury Regulations, each assignment to the QI made by a Legal Entity pursuant to this Section 2.04 is made by Exchangor pursuant to the assignment Safe Harbor set forth in Section 6.02 of Revenue Procedure 2003-39 and, except as may be otherwise required by applicable law, shall be effective when provided in Section 2.04(a) or 2.04(b) hereof, as applicable, without the need for any further actions other than those provided in Sections 2.01, 2.02, 2.03, 2.04(a) and 2.04(b) hereof by a Legal Entity or the QI with respect to the transfer of any Relinquished Property or any Replacement Property.

(e)  Limitation on Rights Transferred to QI.  Each of the parties hereto agrees and acknowledges that any assignment to the QI hereunder shall not give the QI any rights under any Relinquished Property Agreement to which any Legal Entity is a party relating to the disposition of a Vehicle except the Rights in respect of a Vehicle that becomes Relinquished Property.  The QI hereby acknowledges that it shall have no interest in any Relinquished Property Agreement with respect to any Vehicle that is not Relinquished Property.

SECTION 2.05.  Notice to Purchasers and Sellers.  Each Legal Entity represents and agrees that it will provide notice, on or before the date of the relevant transfer of property, to each other party to any Relinquished Property Agreement or any Replacement Property Agreement with respect to which any of its Rights thereunder have been assigned to the QI that such Legal Entity’s Rights in such Relinquished Property Agreement or such Replacement Property Agreement, as the case may be, have been assigned, to the extent set forth herein, to the QI, as its Qualified Intermediary.

SECTION 2.06.  Direct Transfers.  For purposes of this Agreement, the QI shall be considered to have (1) acquired Relinquished Property from Exchangor and transferred it to the Buyer thereof in each case where such Relinquished Property is in fact transferred by a Legal Entity directly to such Buyer pursuant to the relevant Relinquished Property Agreement in accordance with Section 2.02 hereof, and (2) acquired Replacement Property from the Seller thereof and transferred it to Exchangor in each case where the Replacement Property is in fact transferred by such Seller to HGI pursuant to the relevant Replacement Property Agreement in accordance with Section 2.03 hereof, in each case as provided by Sections 1.1031(k)-1(g)(4)(iv) and (v) of the Treasury Regulations.

Each Legal Entity and the QI agree that the QI shall not (1) take possession of, (2) hold legal title to, or (3) be the registered owner of, any Relinquished Property or Replacement Property.

SECTION 2.07.  Matching of Relinquished and Replacement Property.  Exchangor shall match Replacement Property with Relinquished Property for each Exchange on

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its books and records in accordance with Section 1.1031(a)-2 of the Treasury Regulations and the Safe Harbor set forth in Sections 4.01 and 4.02 of Revenue Procedure 2003-39.

SECTION 2.08.  Disclosure of Relationship.  Each Legal Entity acknowledges and agrees that the QI shall have the right to disclose the relationships set forth in this Agreement to any Seller, Buyer or other person and that the QI is, and is acting in the sole capacity as, Exchangor’s Qualified Intermediary.

SECTION 2.09.  Exclusivity.  Except as permitted under this Agreement and the Escrow Agreement, the QI agrees that it will not enter into any agreements or conduct any transactions or other business other than agreements, transactions or business with the Legal Entities pursuant to agreements between such Legal Entities and the QI, or any transactions directly ancillary thereto.

SECTION 2.10.  Records.  The QI agrees that it will monitor and keep detailed and accurate records of the transactions carried out pursuant to this Agreement, including the dollar amounts involved in each of such transactions.  Such records shall include information concerning the date of each transfer of Relinquished Property to a Buyer and the date of each receipt of Replacement Property from a Seller.  Such records shall be maintained in accordance with recognized accounting practices and in such a manner so as they may be readily audited.  All such records will be available for inspection by the Collateral Agent, the GE Collateral Agent, the Trustee, each Enhancement Provider and each Legal Entity, or its designated representatives, upon such Legal Entity’s request, at reasonable, mutually agreeable times, while this Agreement remains in force.  After expiration, termination or cancellation of this Agreement, at the applicable Legal Entity’s expense (which expenses shall be reasonable and approved by such Legal Entity), the QI shall continue to maintain such records, and to allow such Legal Entity to audit or inspect the records, until such time as such Legal Entity notifies the QI that the records are no longer required.  The QI shall cooperate with the applicable Legal Entity, or its designated representatives, in the conduct of any such inspection.  Notwithstanding anything set forth above, unless otherwise requested by a Legal Entity, the records relating to any particular day’s activities may be destroyed at any time, upon 10 Business Days’ prior written notice to the applicable Legal Entity, after the date which is ten (10) years from the date such record was originated.

ARTICLE III

Identification

SECTION 3.01.  Identification of Replacement Property.  Any Legal Entity may, at any time during the Identification Period, with respect to an Exchange, by written notice to the QI, signed by such Legal Entity and sent to the QI in any manner prescribed by Section 1.1031(k)-1(c)(2) of the Treasury Regulations, identify and designate the Replacement Property with respect to the Relinquished Property transferred in such Exchange; provided, however, that (a) HVF shall not so identify and designate Replacement Property (i) after 11:59 p.m. on the seventh calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time, unless such QI Parent Downgrade Event has been remedied or (ii) after the occurrence of an Amortization Event with respect to any Series of Notes or an

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Event of Termination pursuant to the Purchase Agreement; (b) Hertz shall not so identify and designate Replacement Property with respect to GE Financed Vehicles (i) after 11:59 p.m. on the seventh calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time, unless such QI Parent Downgrade Event has been remedied or (ii) after the occurrence of an Event of Default that continues unremedied at such time; and (c) no Legal Entity shall so identify and designate Replacement Property after the Special Termination Date.  The Legal Entities shall only designate Replacement Property that is like-kind to such Relinquished Property, as defined in Sections 1.1031(a)-(b) and 1.1031(a)-2 of the Treasury Regulations.  The Legal Entities shall identify as Replacement Property either (a) no more than three vehicles in the aggregate or (b) any number of vehicles whose aggregate fair market value does not exceed 200% of the aggregate fair market value of the related Relinquished Property involved in such Exchange.

SECTION 3.02.  Revocation of Identification.  (a)  Any identification by a Legal Entity pursuant to Section 3.01 hereof may be revoked by written notice from any Legal Entity to the QI prior to the end of the Identification Period.

(b)  Upon the occurrence of an Amortization Event with respect to any Series of Notes or an Event of Termination pursuant to the Purchase Agreement, any identification pursuant to Section 3.01 with respect to Relinquished Property of HVF which can be revoked pursuant to Section 3.02(a) shall be revoked; and upon the occurrence of an Event of Default, any identification pursuant to Section 3.01 with respect to Relinquished Property of Hertz with respect to GE Financed Vehicles which can be revoked pursuant to Section 3.02(a) shall be revoked.

(c)  If a QI Parent Downgrade Event shall have occurred and continues unremedied at 11:59 p.m. on the seventh calendar day after the occurrence of such event, any identification pursuant to Section 3.01 with respect to Relinquished Property of HVF or Relinquished Property of Hertz with respect to GE Financed Vehicles which can be revoked pursuant to Section 3.02(a) shall be revoked.

(d)  Hertz will give the QI written notice of the occurrence of an Amortization Event with respect to any Series of Notes, an Event of Termination pursuant to the Purchase Agreement, an Event of Default or a QI Parent Downgrade Event promptly after Hertz becomes aware of the occurrence of such event.

ARTICLE IV

Accounts

SECTION 4.01.  Accounts.  (a)  Each Legal Entity and the QI shall enter into the Escrow Agreement with the QI and the Escrow Agent, pursuant to which the Legal Entities and the QI shall maintain one or more Exchange Accounts and Joint Disbursement Accounts, at Bank of New York or JPMorgan Chase Bank, N.A.  One or more Joint Collection Accounts have been or will be established and will be maintained by the Collateral Agent in accordance with Section 2.5 of the Collateral Agency Agreement; one or more HVF Exchange Accounts have been or will be established and will be maintained by the Trustee in accordance with

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Section 5A.1 of the Base Indenture, each in the name of “BNY Midwest Trust Company, as Trustee, and Hertz Car Exchange Inc., as Qualified Intermediary for HVF”; and one or more Hertz GE Exchange Accounts have been or will be established and will be maintained by the GE Collateral Agent in accordance with the provisions of the GE Credit Agreement and the GE Collateral Agreement, each in the name of “Gelco Corporation dba GE Fleet Services, as Collateral Agent, and Hertz Car Exchange, Inc., as Qualified Intermediary for Hertz”.  All such Accounts shall be operated in accordance with the terms of this Agreement, the Collateral Agency Agreement, the Base Indenture, the GE Credit Agreement and the GE Collateral Agreement, as applicable.  If any Joint Collection Account is not maintained in accordance with Section 2.5 of the Collateral Agency Agreement, then within ten (10) Business Days of obtaining knowledge of such fact, the Collateral Agent and the QI shall establish a new Joint Collection Account which complies with such section and transfer into the new Joint Collection Account all funds from the old Joint Collection Account.  If any HVF Exchange Account is not maintained in accordance with Section 5A.1 of the Base Indenture, then within ten (10) Business Days of obtaining knowledge of such fact, the Trustee and the QI shall establish a new HVF Exchange Account which complies with such section and transfer into the new HVF Exchange Account all funds from the old HVF Exchange Account.  If any Hertz GE Exchange Account is not maintained in accordance with the provisions of the GE Credit Agreement and the GE Collateral Agreement, then within ten (10) Business Days of obtaining knowledge of such fact, the GE Collateral Agent and the QI shall establish a new Hertz GE Exchange Account which complies with such provisions and transfer into the new Hertz GE Exchange Account all funds from the old Hertz GE Exchange Account.

(b)  The Joint Collection Accounts are intended to facilitate the orderly and efficient collection of proceeds from the disposition of the Relinquished Property, including the collection of all Relinquished Property Proceeds, and to allow (1) the identification and subsequent separation of the portion of such funds attributable to Vehicles disposed of by Hertz, HVF or HGI and (2) the further identification and subsequent separation of the portion of such funds of each Legal Entity that are Relinquished Property Proceeds of such Legal Entity from the portion of such funds that are Non-Qualified Funds of such Legal Entity.  All proceeds received from Buyers by or on behalf of the QI or a Legal Entity in respect of sales of Relinquished Property shall be immediately deposited in a Joint Collection Account.

(c)  The Exchange Accounts are intended (i) to receive all Relinquished Property Proceeds and (ii) (A) in the case of an HVF Exchange Account or a Hertz Exchange Account, to provide Relinquished Property Proceeds to an HGI Exchange Account upon the purchase of a vehicle by Hertz or HVF from HGI and (B) in the case of an HGI Exchange Account, to provide Relinquished Property Proceeds to the Joint Disbursement Accounts.

(d)  The Joint Disbursement Accounts are intended to facilitate the orderly and efficient disbursement of funds to the Sellers, including the disbursement of all funds relating to the acquisition of Replacement Property under the LKE Program.

(e)  Pursuant to the Escrow Agreement, Relinquished Property Proceeds held by the QI on behalf of a Legal Entity in (i) an HVF Exchange Account shall be invested in Permitted Investments, (ii) a Hertz GE Exchange Account shall be invested in Cash Equivalents (as defined in the GE Credit Agreement) or (iii) any other Exchange Account shall be invested as

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directed by Hertz or HGI, in each case, until such funds are used, in the case of Hertz or HVF, to fund an HGI Account upon the purchase of a vehicle from HGI, and in the case of HGI, to fund a Joint Disbursement Account, as the case may be.

(f)  All Relinquished Property Proceeds (and any earnings thereon), whether in a Joint Collection Account, a Joint Disbursement Account or an Exchange Account, shall be held subject to Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6) of the Treasury Regulations, including the restrictions on Exchangor’s right to receive, pledge, borrow, or otherwise obtain the benefits of Relinquished Property Proceeds and Qualified Earnings thereon held by the QI.  Subject to the limitation that each Legal Entity shall have no right to receive, pledge, borrow, or otherwise obtain the benefits of Relinquished Property Proceeds or the Qualified Earnings thereon held by either the QI or the bank maintaining the account where such Relinquished Property Proceeds are on deposit, Relinquished Property Proceeds may be withdrawn from any Exchange Account or Joint Disbursement Account upon a Disbursement Occurrence with respect to the related Relinquished Property.  Upon any Disbursement Occurrence, the QI shall, at such time and in satisfaction of the QI’s remaining obligations under this Agreement as to the related Exchange with respect to such Disbursement Occurrence, have the bank maintaining the Account where the applicable funds are on deposit pay any remaining amount relating to such Exchange, including without limitation accumulated interest as to such Exchange in any Exchange Account, to, or as directed by, the Legal Entities; provided that in the case of HVF, such amount shall be paid to the Collection Account.

SECTION 4.02.  Separation and Application of Funds in Joint Collection Accounts and Exchange Accounts; Proceeds from Transfer of Relinquished Property by the QI.

(a)  Identification of Funds.  On each Business Day, (i) each Legal Entity shall: (1) identify funds in the Joint Collection Accounts as of such Business Day which constitute Non-Qualified Funds with respect to such Legal Entity and direct the QI to immediately transfer such funds to (A) in the case of Non-Qualified Funds of HVF, the Collection Account, (B) in the case of Non-Qualified Funds of Hertz with respect to GE Financed Vehicles, the GE Collateral Account and (C) in the case of other Non-Qualified Funds of Hertz or Non-Qualified Funds of HGI, to such other account as shall be specified by the applicable Legal Entity; (2) initiate on such Business Day proposed Electronic Funds Transfers from the Joint Collection Accounts in order to transfer funds in the Joint Collection Accounts as of such Business Day which constitute Relinquished Property Proceeds with respect to Relinquished Property transferred by such Legal Entity to the applicable Exchange Account and (3) notify the QI and (A) in the case of transfers to the Collection Account or an HVF Exchange Account, the Trustee or (B) in the case of transfers to the GE Collateral Account or a Hertz GE Exchange Account, the GE Collateral Agent of such proposed transfers and (ii) each Legal Entity shall:  (1) identify funds in the Exchange Accounts as of such Business Day which constitute Non-Qualified Funds with respect to such Legal Entity and direct the QI to immediately transfer such funds to (A) in the case of Non-Qualified Funds of HVF, the Collection Account, (B) in the case of Non-Qualified Funds of Hertz with respect to GE Financed Vehicles, the GE Collateral Account and (C) in the case of other Non-Qualified Funds of Hertz and Non-Qualified Funds of HGI, to such other account as shall be specified by the applicable Legal Entity; (2) initiate on such Business Day proposed Electronic Funds Transfers from (x) an Exchange Account in order to transfer funds in such Exchange Account as of such Business Day which constitute Relinquished Property Proceeds

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with respect to Relinquished Property transferred by a Legal Entity (but which funds were previously transferred to the Exchange Account of a different Legal Entity) to the applicable Exchange Account, provided that, in the case of an HVF Exchange Account, no Aggregate Asset Amount Deficiency exists or would result therefrom, and (y) a Hertz Exchange Account or an HVF Exchange Account in order to transfer funds in such Exchange Account as of such Business Day which constitute Relinquished Property Proceeds with respect to Relinquished Property transferred by such Legal Entity hereunder to an HGI Exchange Account upon the purchase of a vehicle by Hertz or HVF from HGI and (3) notify the QI and, in the case of a transfer from an HVF Exchange Account, the Trustee or, in the case of a transfer from a Hertz GE Exchange Account, the GE Collateral Agent of such proposed transfers.

(b)  Approval of Certain Transfers.  If upon notification to the QI of the proposed Electronic Funds Transfers of Relinquished Property Proceeds pursuant to clause (i)(2) or (ii)(2) of Section 4.02(a) hereof, the QI approves of such proposed Electronic Funds Transfers, the QI agrees to take, within one hour of the receipt of such notification of transfers, all appropriate actions needed to approve and transmit such transfers.  If the QI does not approve of any of such proposed Electronic Funds Transfers of Relinquished Property Proceeds, the QI shall immediately notify (1) the applicable Legal Entity, and (A) in the case of Relinquished Property Proceeds of HVF, the Trustee or (B) in the case of Relinquished Property Proceeds of Hertz with respect to the GE Financed Vehicles, the GE Collateral Agent, and (2) the banking institution maintaining the applicable Joint Collection Account or Exchange Account via telephone or fax (any such notice given by telephone to be confirmed in writing), of the disapproval and the reasons for such disapproval.  The QI shall cause the bank maintaining the Joint Collection Accounts and Exchange Accounts to accept the instructions of the applicable Legal Entity to make each Electronic Funds Transfer described in Section 4.02(a) hereof that is subsequently approved by the QI pursuant to this Section 4.02(b) hereof.

(c)  Ownership of Funds; Restricted Transfers.  Each of the Legal Entities and the QI hereby acknowledge and agree that it is the intent of the parties hereto that funds deposited into the Joint Collection Accounts, Exchange Accounts and Joint Disbursement Accounts and funds held in accounts maintained by the Escrow Agent shall be used solely to enable the QI to perform its obligations hereunder to acquire Replacement Property and shall not be considered part of the QI’s general assets nor subject to claims by the QI’s creditors.

(d)  Non-Qualified Funds.  The QI shall apply any Non-Qualified Funds, or shall cooperate with each Legal Entity for purposes of executing any authorization to cause any Non-Qualified Funds to be applied, as directed by the applicable Legal Entity pursuant to clause (i)(1) or (ii)(1) of Section 4.02(a) hereof.

(e)  Effectuation of Transfer.  On each Business Day, the QI shall cause the bank maintaining each Joint Collection Account or Exchange Account to cause the amount, if any, set forth in the instructions described in Section 4.02(a)(i) or (a)(ii) hereof, to be transferred from such Joint Collection Account to the applicable Exchange Account.  The QI hereby agrees that it shall not approve any transfer of Relinquished Property Proceeds from the Joint Collection Accounts to any account other than an Exchange Account.  HVF shall provide notice to the Trustee of any transfer from (i) a Joint Collection Account to the Collection Account or an HVF Exchange Account and (ii) an HVF Exchange Account to an HGI Exchange Account.

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SECTION 4.03.  Payment for Replacement Property.

(a)  Reports.  On each Business Day, HGI shall provide the QI with a report with respect to each Joint Disbursement Account setting forth for such day (1) the aggregate Replacement Property Acquisition Cost expected to be disbursed from such Joint Disbursement Account, (2) the aggregate amount to be transferred to such Joint Disbursement Account from an HGI Exchange Account, if any, to fund such aggregate Replacement Property Acquisition Cost, (3) the amount (if any) to be transferred to such Joint Disbursement Account from any other source to fund such aggregate Replacement Property Acquisition Cost, (4) the aggregate amount (if any) to be transferred to such Joint Disbursement Account from any other account, to fund disbursements not related to the LKE Program, and (5) adjustments, if any, to amounts previously funded from an HGI Exchange Account.

(b)  Funding by the QI.  On each Business Day, HGI shall initiate a series of proposed Electronic Funds Transfers in order to withdraw from an HGI Exchange Account and transfer to one or more Joint Disbursement Accounts on such day amounts to fund the aggregate Replacement Property Acquisition Cost on such day in accordance with the report delivered pursuant to Section 4.03(a) hereof and shall notify the QI of such proposed Electronic Funds Transfers.  If upon such notification of the proposed Electronic Funds Transfers the QI approves of the proposed Electronic Funds Transfers, the QI agrees to take, within one hour of the receipt of such notification, all appropriate actions needed to approve and transmit such transfers.  If the QI does not approve of any of such proposed Electronic Funds Transfers, the QI shall immediately notify HGI, via telephone or fax (any such notice given by telephone to be confirmed in writing), of the disapproval and the reasons for such disapproval.  The QI shall cause the bank maintaining each Joint Disbursement Account to accept the instructions of HGI to make each Electronic Funds Transfer described above that is subsequently approved by the QI.

(c)  Shortfalls in Funding.  If, for any reason, the sum of the amounts proposed to be transferred from an HGI Exchange Account to a Joint Disbursement Account for the purchase of Replacement Property on any Business Day exceeds the total amount of funds in such Exchange Account available for such purpose on such Business Day, including any funds earned from the investment of funds held in such Exchange Account pursuant to the Escrow Agreement, the QI shall promptly notify HGI of such shortfall, and the amounts to be transferred to a Joint Disbursement Account from such HGI Exchange Account on such Business Day to fund the aggregate Replacement Property Acquisition Cost shall be reduced by the amount of such shortfall.

(d)  Effectuation of Transfers.  On each Business Day, the QI shall cause the bank maintaining each Exchange Account to cause the amounts, if any, set forth in the instructions described in Section 4.03(b) hereof, reduced, if necessary, as described in Section 4.03(c) hereof, to be transferred from the applicable Exchange Account to the applicable Joint Disbursement Account.

(e)  Funding by Exchangor.  In the event that the aggregate funds transferred from an HGI Exchange Account to the Joint Disbursement Accounts on any Business Day are insufficient to fund all Replacement Property Acquisition Costs and Non-LKE Disbursements to be made from each Joint Disbursement Account on such day, the QI shall promptly notify HGI

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of such shortfall, and HGI may transfer Additional Subsidies to the applicable Joint Disbursement Account in an amount sufficient for the QI to acquire the Replacement Property and make such Non-LKE Disbursements.  The QI shall not be required to pay Replacement Property Acquisition Costs or make Non-LKE Disbursements for which sufficient funds are not available.

SECTION 4.04.  Investment of Funds in the Exchange Account.

(a)  Investment of Funds.  On each Business Day, all funds in the Exchange Accounts shall be invested in accordance with the terms of Section 4.01(e) and the Escrow Agreement.  Each Legal Entity shall provide the QI instructions from time to time in accordance with the Escrow Agreement setting forth the manner in which such funds shall be invested.

(b)  Interest Reporting.  Each Legal Entity and the QI acknowledge and agree that the income earned on funds invested pursuant to the Escrow Agreement will be attributed to Exchangor for income tax purposes.

SECTION 4.05.  Disbursements from Account.  All Relinquished Property Proceeds shall be held subject to the terms of this Agreement (including, without limitation, the terms of Section 4.01(f) and, following any transfer of such Relinquished Property Proceeds to an Exchange Account or a Joint Disbursement Account in accordance with the terms hereof, the Escrow Agreement.

SECTION 4.06.  Disbursement Occurrence.  All Relinquished Property Proceeds and Additional Subsidies shall be held subject to the terms of this Agreement, the Escrow Agreement, the Collateral Agency Agreement, and, in the case of Relinquished Property Proceeds and Additional Subsidies with respect to GE Financed Vehicles, the GE Credit Agreement and the GE Collateral Agreement.  In particular, all Relinquished Property Proceeds (and any Qualified Earnings thereon) shall be held subject to Treasury Regulations Sections 1.1031(k)-1(g)(4)(ii) and (g)(6).  Without limiting the foregoing, Exchangor’s rights to receive, pledge, borrow, or otherwise obtain the benefits of any Relinquished Property Proceeds (whether in the form of money or other property) and any Qualified Earnings thereon are expressly limited as provided in Treasury Regulations Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-1(g)(6).  Exchangor shall have no right to receive, pledge, borrow, or otherwise obtain the benefits of Relinquished Property Proceeds or the Qualified Earnings thereon held in the Accounts except for amounts withdrawn solely for one of the following occurrences (each a “Disbursement Occurrence”):  (a) if Exchangor has not identified, or has revoked an identification with respect to, any Replacement Property on or before the end of the Identification Period, (b) after identification and after the Identification Period has expired, Exchangor has received all of the identified Replacement Property to which Exchangor is entitled, (c) after the end of the Exchange Period for any Relinquished Property or (d) HGI, HVF or Hertz receiving written notification from one or more Manufacturers of Identified Replacement Vehicles with respect to Relinquished Property, stating that Manufacturers of Identified Replacement Vehicles will not be delivering, before the end of the applicable Exchange Period or otherwise, Identified Replacement Vehicles with an aggregate purchase price of at least 80% of the aggregate proceeds of the sale of such Relinquished Property.  All funds held in the Joint Collection Accounts, Exchange Accounts and Joint Disbursement

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Accounts shall be subject to such restrictions as are necessary for such accounts to satisfy the requirements of Sections 5.02 and 5.03 of Rev. Proc. 2003-39.

ARTICLE V

Indemnity By Each Legal Entity

SECTION 5.01.  No Personal Liability.  The parties hereto agree that no director, officer, employee, member, shareholder or agent of any party to this Agreement shall have any personal liability under or in connection with this Agreement.

SECTION 5.02.  Indemnity.  (a)  Hertz agrees to indemnify, hold harmless, and defend the QI, its respective agents, officers, directors, employees, members and affiliates (each a “QI Indemnitee”) from and against any and all losses, liabilities, costs and expenses suffered in connection with any claims or actions to the extent directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such losses, liabilities, costs or expenses resulted from the gross negligence or willful misconduct of a QI Indemnitee.  This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement.  This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such terms or similar terms may be defined in the provisions of applicable federal, state or local laws, irrespective of whether such laws, regulations, directives or ordinances are in existence at the date of this Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this Agreement.

(b)  If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall defend the claim at its expense and shall pay any settlements approved by the QI Indemnitee and any judgments which may be finally awarded, provided that Hertz shall have the right to control the defense of such third party claims or actions. The QI Indemnitee agrees to consult and cooperate to the extent reasonably deemed necessary by Hertz in such defense.

SECTION 5.03.  Survival.  The indemnities in this Article V shall survive the expiration or sooner termination of this Agreement and shall not merge into any document executed in conjunction herewith.  It is intended that the provisions of this Article V take precedence over the provisions of any other agreements between the parties entered into pursuant to this Agreement, and the parties agree that the provisions of this Article V may not be amended or modified except by a written agreement between the parties making express reference to this Article V.

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ARTICLE VI

Representations, Warranties And Covenants

SECTION 6.01.  Representations and Warranties of the QI.  The QI hereby represents and warrants to each Legal Entity as of the date hereof and throughout the term of this Agreement and covenants, where applicable, with each Legal Entity as follows:

(a)  Organization, Power, Standing, and Qualification.  The QI has been duly organized and is in good standing and validly existing under the laws of the state of Delaware.  Except as otherwise required by applicable law, the QI will only qualify to do business or register as a sales and use tax vendor in those states requested in writing by a Legal Entity, and all costs and expenses of same shall be paid solely by such Legal Entity.  The QI shall at all times operate in a manner consistent with its certificate of incorporation and its bylaws.

(b)  Corporate Power and Authority.  The QI has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.  The QI has duly authorized, executed and delivered this Agreement.  This Agreement is a valid and binding obligation of the QI, enforceable in accordance with its terms.

(c)  Validity of Contemplated Transactions.  The execution and delivery of this Agreement by the QI and the performance of the QI’s obligations hereunder (i) will not violate the certificate of incorporation or bylaws of the QI, (ii) will not conflict with, violate, result in a breach of or constitute a default under any provision of applicable law, (iii) will not violate any order known to be issued by any court or government agency having jurisdiction over the QI and (iv) will not conflict with, violate, result in a breach of or constitute a default under or result in the imposition of any lien upon any of the properties or assets of the QI under the terms of, any agreement to which the QI is a party, which in the case of clauses (ii), (iii) and (iv) above, would, in the aggregate, reasonably be expected to have a material adverse effect on the legality, validity or enforceability of this Agreement or the QI’s ability to perform its obligations hereunder.

(d)  Indebtedness and Liens.  Except as expressly provided in this Agreement and the Escrow Agreement, neither the QI, nor any Person acting on behalf of or as an agent for the QI, has incurred or will incur any indebtedness for borrowed money, or guarantee any obligations of any other Person, or pledge, assign, transfer, or otherwise encumber (or permit or suffer to exist any Lien or any other of the foregoing encumbrances with respect to) its assets or any aspect of this Agreement whatsoever, including the Rights assigned herein to the QI by each Legal Entity.

(e)  Litigation and Compliance.  There is no action, suit, investigation or proceeding against the QI pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

(f)  Tax Advice.  The QI represents that, except as expressly stated in this Agreement, at no time has it or its officers, directors, employees, agents or affiliates made any

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representation or rendered any advice with respect to the legal or tax aspects of the Exchanges contemplated herein.

(g)  No Consent.  No consent of, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Agreement by the QI or for the performance of any of the QI’s obligations hereunder.

(h)  Solvency.  Before and after giving effect to the transactions contemplated by this Agreement, the QI is solvent within the meaning of the Bankruptcy Code and the QI is not the subject of any voluntary or involuntary case or proceeding seeking liquidation, reorganization or other relief with respect to itself or its debt under any bankruptcy or insolvency law and no Event of Bankruptcy has occurred with respect to the QI.

(i)  Ownership.  All of the issued and outstanding shares of the QI are owned by Owner, and have been validly issued, are fully paid and non-assessable.  The QI has no subsidiaries and owns no capital stock or any interest in any other Person.

(j)  No Other Agreements.  Other than as contemplated by this Agreement and the Escrow Agreement, (i) the QI is not a party to any contract or any agreement of any kind or nature and (ii) the QI is not subject to any obligations or liabilities of any kind or nature in favor of any third party.

(k)  Not a Disqualified Person.  Prior to, as of and after the date hereof and all of the time that this Agreement is in force and effect, the QI is not a disqualified person within the meaning of such term as set forth in Section 1.1031(k)-1(k) of the Treasury Regulations (a “Disqualified Person”), taking into account all exceptions and exclusions therefrom.  The QI shall not become a Disqualified Person during the period commencing on the execution date hereof through the Termination Date and, if any Exchange is pending after the Termination Date, including the Exchange Period relating to the same.

SECTION 6.02.  Representations and Warranties of Owner.  Owner hereby represents and warrants to each Legal Entity as of the date hereof and throughout the term of this Agreement and covenants, where applicable, with each Legal Entity as follows:

(a)  Organization, Power, Standing, and Qualification.  Owner has been duly organized and is in good standing and validly existing under the laws of the state of its organization.

(b)  Corporate Power and Authority.  Owner has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.  Owner has duly authorized, executed and delivered this Agreement.  This Agreement is a valid and binding obligation of Owner, enforceable in accordance with its terms.

(c)  Validity of Contemplated Transactions.  The execution and delivery of this Agreement by Owner and the performance of Owner’s obligations hereunder (i) will not violate the organizational documents of Owner, (ii) will not conflict with, violate, result in a breach of or constitute a default under any provision of applicable law, (iii) will not violate any order known

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to be issued by any court or government agency having jurisdiction over Owner and (iv) will not conflict with, violate, result in a breach of or constitute a default under or result in the imposition of any lien upon any of the properties or assets of Owner under the terms of, any material indenture other material agreement to which Owner is a party, which in the case of clauses (ii), (iii) and (iv) above, either would, in the aggregate, reasonably be expected to have a Material Adverse Effect or would, in the aggregate, reasonably be expected to have a material adverse effect on the legality, validity or enforceability of this Agreement or Owner’s ability to perform its obligations hereunder.

(d)  Litigation and Compliance.  There is no action, suit, investigation, litigation or proceeding against Owner pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

(e)  Not a Disqualified Person.  Owner shall not cause the QI to become a Disqualified Person during the period commencing on the execution date hereof through and including the date of transfer of any Replacement Property to such Legal Entity as part of the LKE Program.

(f)  No Consents.  No consent of, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Agreement by Owner or for the performance of Owner’s obligations hereunder, other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been previously obtained by such Owner.

(g)  Ownership of QI.  The QI is wholly owned by Owner.

SECTION 6.03.  Representations and Warranties of Each Legal Entity.  Each Legal Entity, separately and not jointly, hereby represents and warrants to the QI as of the date hereof and on the date of each of the transactions described in Article II, Article III and Article IV hereof and covenants, where applicable, with the QI as follows:

(a)  Organization, Power, Standing, and Qualification.  Such Legal Entity has been duly organized and is in good standing and validly existing under the laws of the state of Delaware.

(b)  Corporate Power and Authority.  Such Legal Entity has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.  Such Legal Entity has duly authorized, executed and delivered this Agreement.  This Agreement is a valid and binding obligation of such Legal Entity, enforceable in accordance with its terms.

(c)  Validity of Contemplated Transactions.  The execution and delivery of this Agreement by such Legal Entity and the performance of such Legal Entity’s obligations hereunder (i) will not violate the certificate of incorporation or bylaws or limited liability company agreement, as applicable, of such Legal Entity, (ii) will not conflict with, violate, result in a breach of or constitute a default under any provision of applicable law, (iii) will not violate

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any order known to be issued by any court or government agency having jurisdiction over such Legal Entity and (iv) will not conflict with, violate, result in a breach of or constitute a default under or result in the imposition of any lien upon any of the properties or assets of such Legal Entity under the terms of, any material indenture other material agreement to which such Legal Entity is a party, which in the case of clauses (ii), (iii) and (iv) above, either would, in the aggregate, reasonably be expected to have a Material Adverse Effect or would, in the aggregate, reasonably be expected to have a material adverse effect on the legality, validity or enforceability of this Agreement or such Legal Entity’s ability to perform its obligations hereunder.

(d)  Litigation and Compliance.  There is no action, suit, investigation, litigation or proceeding against such Legal Entity pending or threatened before any court, governmental agency or arbitrator that challenges, or would reasonably be expected to have a material adverse effect on, the legality, validity or enforceability of this Agreement.

(e)  Legal or Tax Advice.  Such Legal Entity acknowledges that neither the QI nor any officer, director, employee, agent or affiliate of the QI has made representation or rendered any advice with respect to the legal or tax aspects of the Exchanges contemplated hereby.  Such Legal Entity further acknowledges that it has been advised to seek independent legal and tax advice regarding the LKE Program, regarding whether any Relinquished Property and Replacement Property are like-kind under Sections 1.1031(a)-2 and 1.1031(k)-1 of the Treasury Regulations and to have this Agreement reviewed and approved by independent counsel.

(f)  Not a Disqualified Person.  Such Legal Entity hereby represents and warrants to the QI that, to the best of such Legal Entity’s knowledge, as of the date hereof, the QI is not a Disqualified Person.  Such Legal Entity shall not cause the QI to become a Disqualified Person during the period commencing on the execution date hereof through and including the date of transfer of any Replacement Property to such Legal Entity as part of the LKE Program.

(g)  No Consents.  No consent of, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery of this Agreement by such Legal Entity or for the performance of any of such Legal Entity’s obligations hereunder, other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been previously obtained by such Legal Entity.

SECTION 6.04.  Survival of Representations and Warranties.  All representations and warranties made herein by the parties shall survive the execution, delivery, performance and termination of this Agreement.

SECTION 6.05.  Maintenance of Separate Existence.  The QI covenants and agrees that it shall do all things necessary to continue to be readily distinguishable from Owner and its affiliates and maintain its corporate existence separate and apart from that of Owner and its affiliates including, without limitation, (i) practicing and adhering to organizational formalities, such as maintaining appropriate books and records; (ii) observing all organizational formalities in connection with all dealings between itself and Owner, and the affiliates or any unaffiliated entity with respect to Owner; (iii) observing all procedures required by its certificate of incorporation, its by-laws and the laws of the state of its incorporation; (iv) acting solely in its

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name and through its duly authorized officers or agents in the conduct of its businesses; (v) managing its business and affairs by or under the direction of its board of directors; (vi) ensuring that its board of directors duly authorizes all of its actions; (vii) maintaining at least one director who is an Independent Director and maintaining the requirement in its organic documents that no Material Action may be taken without the affirmative vote of its Independent Director; (viii) owning or leasing (including through shared arrangements with affiliates) all office furniture and equipment necessary to operate its business; (ix) not (A) having or incurring any indebtedness to Owner or its affiliates or any other Person; (B) guaranteeing or otherwise becoming liable for any obligations of Owner or its affiliates or any other Person; (C) having obligations guaranteed by Owner or its affiliates or any other Person; (D) holding itself out as responsible for debts of Owner or its affiliates or any other Person or for decisions or actions with respect to the affairs of Owner or its affiliates or any other Person; (E) operating or purporting to operate as an integrated, single economic unit with respect to Owner, its affiliates or any other Person; (F) seeking to obtain credit or incur any obligation to any third party based upon the assets of Owner, its affiliates or any other Person; (G) inducing any such third party to reasonably rely on the creditworthiness of Owner, its affiliates or any other Person; and (H) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of Owner, its affiliates or any other Person; (x) maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person; (xi) maintaining its financial records separate and apart from those of any other Person; (xii) not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of Owner, its affiliates or any other Person; (xiii) compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds; (xiv) maintaining office space separate and apart from that of Owner, its affiliates and any other Person and a telephone number separate and apart from that of Owner, its affiliates and any other Person; (xv) conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name; (xvi) having separate stationery from Owner, its affiliates or any other Person; (xvii) accounting for and managing all of its liabilities separately from those of Owner, its affiliates and any other Person; (xviii) allocating, on an arm’s-length basis, all shared corporate operating services, leases and expenses, including those associated with the services of shared consultants and agents and shared computer and other office equipment and software; and otherwise maintaining an arm’s-length relationship with each of Owner, its affiliates and any other Person; (xix) refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving Owner to substantively consolidate Owner with an affiliate or any other Person; (xx) remaining solvent and assuring adequate capitalization for the business in which it is engaged; (xxi) conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of Owner or its affiliates; and (xxii) not taking any Material Action without the affirmative vote of its Independent Director.

SECTION 6.06.  Ownership by Owner; Mergers.  Other than pursuant to Section 6.10 hereof, Owner will not sell, assign, pledge or otherwise transfer any of its interest in the QI.  The QI will not merge or consolidate with or into any other Person unless the QI complies with Section 8.04.

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SECTION 6.07.  Organizational Documents.  The QI will not amend any of its organizational documents, including its certificate of incorporation and by-laws, unless (i) such amendment is approved by all of its directors, including its Independent Director, (ii) prior to such amendment, the Rating Agency Condition with respect to each Series of Notes Outstanding will be met and (iii) in the case of its certificate of incorporation, the amended certificate of incorporation provides that the QI will not take any Material Action without the affirmative vote of its Independent Director.

SECTION 6.08.  No Other Agreements.  The QI will not enter into or be a party to any agreement or instrument other than this Agreement, the Escrow Agreement and any documents and agreements incidental thereto or entered into as contemplated herein.

SECTION 6.09.  Other Business.  The QI will not engage in any business or enterprise or enter into any transaction other than the making of Exchanges pursuant to this Agreement, the related exercise of its rights as Qualified Intermediary hereunder, the incurrence and payment of ordinary course operating expenses and other activities related to or incidental to either of the foregoing.

SECTION 6.10.  QI Parent Downgrade Event Sale.

(a)  If a QI Parent Downgrade Event occurs, Hertz may deliver a written notice (a “Sale Notice”) to Owner at any time after the occurrence of such QI Parent Downgrade Event. If Hertz delivers a Sale Notice and does not deliver another written notice to the Owner withdrawing such sale Notice before the Downgrade Sale is consummated, then the Owner shall transfer all of the capital stock of the QI to such purchaser as may be designated by Hertz in such Sale Notice (the “Downgrade Sale”) on the date specified for such transfer in the Sale Notice, which date shall not be less than five days (or such shorter period as may be agreed upon by Hertz and Owner) after the delivery of such Sale Notice.  Any such purchaser shall not be Hertz or a Disqualified Person.

(b)  In the event of a Downgrade Sale, Owner shall:

(i) transfer all of the capital stock of the QI to the purchaser designated in the related Sale Notice for such consideration (which may be nominal) as may be designated by Hertz in such Sale Notice;

(ii) execute and deliver all documents, instruments and consents as may be specified by Hertz as reasonably necessary or desirable to effectuate the Downgrade Sale;

(iii) make representations and warranties as to its title to the capital stock of the QI being sold, the absence of any liens thereon and its power, authority and right to consummate the Downgrade Sale without contravention of law or contract;

(iv) make such further representations and warranties that are reasonable, customary and appropriate and that the purchaser of the capital stock of the QI reasonably requests; and

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(v) be liable for any breach of the representations and warranties made by it in connection with such Downgrade Sale.

(c)  All expenses incurred by Owner in connection with any Downgrade Sale shall be borne by the Owner.

(d)  Upon the consummation of a Downgrade Sale, (i) the rights, duties and obligations of the transferring Owner shall be assigned and delegated to the new Owner and the transferring Owner shall be released from its obligations under this Agreement, except to the extent such obligations relate to periods prior to the Downgrade Sale, and (ii) the new Owner shall become a party to this Agreement pursuant to an agreement in substantially the form of Exhibit A hereto (an “Accession Agreement”).

SECTION 6.11.  Trademark License.  (a)  Subject to the terms of this Section 6.11, Hertz grants the QI a non-exclusive, royalty-free license to use the service mark “Hertz”, as evidenced by Certificate of Registration No. 0614123 (the “Licensed Trademark”) with respect only to the QI’s service as Qualified Intermediary pursuant to this Agreement (the “Licensed Services”), and in connection therewith, in the QI’s trade name and company name.

(b)  The QI agrees to provide, at Hertz’s request, specimens showing use of the Licensed Trademark with respect to the Licensed Services for Hertz’s inspection and approval and as needed by Hertz to file in the United States Patent and Trademark office evidencing use of the Licensed Trademark in commerce by the QI.

(c)  The QI acknowledges that Hertz owns the Licensed Trademark, and that it has no rights with respect thereto other than the licenses set forth in this Section 6.11.  Any rights in the Licensed Trademark arising from the use of the Licensed Trademark by the QI shall inure and accrue exclusively to Hertz.

(d)  The QI shall only use the Licensed Trademark in a manner previously approved by Hertz.

(e)  The QI agrees to provide the Licensed Services in accordance with standards of quality approved by Hertz.  Hertz’s designee shall have the right, at all reasonable times, during normal business hours, to enter the QI’s premises to inspect any documents or records relating to the Licensed Services, for the purpose of enabling Hertz to assess whether the Licensed Services comply with the standards of quality submitted or approved by Hertz.  If the Licensed Services supplied by the QI do not conform with the standards of quality approved by Hertz in any respect, Hertz shall so inform the QI in writing of such failure to conform, and the QI shall immediately cease use of the Licensed Trademark.

(f)  The QI agrees to inform Hertz of the use of any marks similar to the Licensed Trademark and any potential infringements of the Licensed Trademark which come to its attention.

(g)  In the event the QI is named as defendant in any action based on its use of the Licensed Trademark, the QI agrees to immediately notify Hertz, and Hertz shall have the right to intervene in any such action and to control and direct the defense thereof, including the right to

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select defense counsel, provided that in the event Hertz chooses to exercise control Hertz agrees to reimburse the QI for the cost of the QI’s defense and to indemnify the QI against all damages arising therefrom, provided that the QI has complied with all its obligations under this Section 6.11 and has cooperated with Hertz in the defense of such action.

(h)  Upon termination of this Agreement, the QI agrees to discontinue all use of the Licensed Trademark in any manner whatsoever, including use and registration of the Licensed Trademark in the QI’s trade name and company name.  Upon termination of this Agreement, all rights granted to the QI under this Section 6.11 shall revert to Hertz.

SECTION 6.12.  Confidentiality.  (a)  The QI shall keep confidential, and cause its affiliates and its and their officers, directors, employees and advisors to keep confidential, all information relating to each Legal Entity (the “Confidential Information”), except as required by law or administrative process or as provided for in this Agreement and except for information that is available to the public as of the date of this Agreement or thereafter becomes available to the public other than as a result of a breach of this Section 6.12.

(b)  Notwithstanding anything to the contrary set forth in Section 6.12(a), (i) the QI may disclose any of the Confidential Information provided by a Legal Entity to any bank or other governmental regulatory authority having jurisdiction over the QI upon the request of the regulatory authority without having to provide such Legal Entity with notice of any kind and (ii) in the event that the QI is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, it is agreed that the QI will, if reasonably practicable and to the extent permitted by law, provide Hertz with prompt notice of such request or requirement so that Hertz may seek an appropriate protective order or waive compliance by the QI with the provisions of this Agreement, and if, in the absence of such protective order or the receipt of such waiver hereunder, the QI is nonetheless, in the opinion of the QI’s counsel, legally required to disclose such Confidential Information or else stand liable for contempt or suffer other censure or penalty, the QI may disclose such information without liability hereunder, provided, however, that the QI shall disclose only that portion of such Confidential Information which it is legally required to disclose.

ARTICLE VII

Term And Compensation; Escrow Agreement Termination

SECTION 7.01.  Term.  (a)  The term of this Agreement shall begin on December 21, 2005, and shall continue for thirty-six (36) months from December 21, 2005.  This Agreement shall be automatically renewed for successive thirty-six (36) month terms, unless the QI notifies each of the Legal Entities, the Trustee and each Enhancement Provider (or, if there is an agent for two or more Enhancement Providers, such agent) in writing at least one-hundred-twenty (120) days prior to the end of a term of its desire to terminate this Agreement.  In addition, (i) a Legal Entity may terminate this Agreement at any time with respect to such Legal Entity, by providing not less than sixty (60) days’ prior written notice to the QI, the Trustee and each Enhancement Provider (or, if there is an agent for two or more Enhancement Providers, such agent) and (ii) this Agreement shall automatically terminate with respect to HVF (x) at

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11:59 p.m. on the 45th calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time (y) on the date of the occurrence of an Amortization Event with respect to any Series of Notes or (z) the date of the occurrence of an Event of Termination under the Purchase Agreement.  The date which is (x) the end of a thirty-six (36) month term (as may be renewed), (y) sixty (60) days after a Legal Entity’s notice as provided herein, solely with respect to such Legal Entity, or (z) (i) the 45th calendar day following the occurrence of a QI Parent Downgrade Event that continues unremedied at such time, (ii) the date of the occurrence of an Amortization Event with respect to any Series of Notes or (iii) the date of the occurrence of an Event of Termination under the Purchase Agreement, solely with respect to HVF, shall be called the “Termination Date”.  Upon any such termination, (i) this Agreement shall remain in effect with respect to Relinquished Property Proceeds relating to a sale to a Buyer prior to the Termination Date and for which no Disbursement Occurrence has taken place, (ii) any indemnities and obligations owing to the QI under this Agreement as of the Termination Date shall survive until satisfied or otherwise terminated and (iii) no further Relinquished Property Proceeds, Qualified Earnings thereon or other amounts attributable to the transfer of an HVF Vehicle or other HVF Vehicle Collateral shall be transferred from an HVF Exchange Account to any Escrow Account, Joint Disbursement Account or any account other than the Collection Account.  Termination of this Agreement pursuant to this Section 7.01(a) shall not affect any rights or obligations of the parties hereto under an Exchange that has not yet been completed as of the Termination Date, and in the event that this Agreement terminates with respect to any party hereto pursuant to this Section 7.01(a), such party shall not take any action that causes a pending Exchange not to qualify under Section 1031 of the Code or in a manner that would violate Sections 1.1031(k)-1(g)(4)(ii) or (g)(6) of the Treasury Regulations or Revenue Procedure 2003-39.  Subject to the restrictions above, upon the Termination Date, the QI shall, at such time, and in satisfaction of the QI’s remaining obligations under this Agreement, pay all funds in any Account to the applicable Legal Entity or such Legal Entity’s designee or, in the case of funds in an HVF Exchange Account or otherwise arising from or attributable to the disposition of Vehicles owned by HVF, to the Collection Account.  The Servicer will provide notice of the Termination Date to each Rating Agency.

(b)  Special Termination.  Notwithstanding the provisions of Section 7.01(a), this Agreement shall automatically terminate at 11:59 p.m. on the 90th calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time.  The 90th calendar day following the occurrence of a QI Parent Downgrade Event that continues unremedied at such time shall be called the “Special Termination Date”.  Upon any such termination, (i) this Agreement shall remain in effect with respect to Relinquished Property Proceeds relating to a sale to a Buyer prior to the Special Termination Date and for which no Disbursement Occurrence has taken place, (ii) any indemnities and obligations owing to the QI under this Agreement as of the Termination Date shall survive until satisfied or otherwise terminated, (iii) no further Relinquished Property Proceeds, Qualified Earnings thereon or other amounts attributable to the transfer of an HVF Vehicle or other HVF Vehicle Collateral shall be transferred from an HVF Exchange Account to any Escrow Account, Joint Disbursement Account or any account other than the Collection Account and (iv) no further Relinquished Property Proceeds, Qualified Earnings thereon or other amounts attributable to the transfer of a GE Financed Vehicle or any related collateral shall be transferred from a Hertz GE Exchange Account to any Escrow Account, Joint Disbursement Account or any account other than the GE Collateral Account.  Termination of this Agreement pursuant to this Section 7.01(b) shall not

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affect any rights or obligations of the parties hereto under an Exchange that has not yet been completed as of the Special Termination Date, and in the event that this Agreement terminates pursuant to this Section 7.01(b), no party shall take any action that causes a pending Exchange not to qualify under Section 1031 of the Code or in a manner that would violate Sections 1.1031(k)-1(g)(4)(ii) or (g)(6) of the Treasury Regulations or Revenue Procedure 2003-39.  Subject to the restrictions above, upon the Special Termination Date, the QI shall, at such time, and in satisfaction of the QI’s remaining obligations under this Agreement, pay all funds in any Account to the applicable Legal Entity or such Legal Entity’s designee or, in the case of funds in an HVF Exchange Account or otherwise arising from or attributable to the disposition of Vehicles owned by HVF, to the Collection Account or, in the case of funds in a Hertz GE Exchange Account or otherwise arising from or attributable to the disposition of GE Financed Vehicles, to the GE Collateral Account.  On the Special Termination Date, the name of the QI shall be removed from the Joint Collection Accounts.  The Servicer will provide notice of the Special Termination Date to each Rating Agency.

SECTION 7.02.  Compensation.  The Legal Entities agree to pay the QI in a timely manner after receipt of a quarterly invoice therefor and any reasonably required supporting documentation, the fees and other amounts as set forth in Exhibit A hereto.  If this Agreement is terminated for any reason, the QI will continue to be compensated with respect to all Exchanges being made by the QI until all such Exchanges are completed.

SECTION 7.03.  Escrow Agreement Termination.  If (i) the Legal Entities terminate the Escrow Agreement pursuant to Section 6.14 thereof or (ii) the Escrow Agent terminates the Escrow Agreement pursuant to Section 6.10 thereof, and a new escrow holder is not appointed prior to the termination of the Escrow Agreement, the QI shall, at such time, pay all funds in any Account to the applicable Legal Entity or such Legal Entity’s designee or, in the case of funds in an HVF Exchange Account or otherwise arising from or attributable to the disposition of Vehicles owned by HVF, to the Collection Account or, in the case of funds in a Hertz GE Exchange Account or otherwise arising from or attributable to the disposition of GE Financed Vehicles, to the GE Collateral Account.

ARTICLE VIII

Miscellaneous

SECTION 8.01.  Pending Litigation.  If any party hereto receives any written notice that there is, or may be, a pending or threatened litigation against such party in any manner relating to this Agreement, the LKE Program or such party’s ability to perform under this Agreement or that may adversely affect any other party hereto, then the party receiving said notice shall immediately notify the other parties hereto pursuant to Section 8.02 hereof and shall notify the Trustee at the address set forth in the Base Indenture; provided that HVF upon obtaining knowledge, or receipt of notice, of any such pending or threatened litigation shall also notify each Enhancement Provider.

SECTION 8.02.  Notices.  All notices, requests, demands, waivers, consents, approvals or other communications required or permitted hereunder will be in writing, will be deemed given when actually received and will be given by personal delivery, by facsimile

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transmission with receipt acknowledged, by means of electronic mail, by same day or overnight courier services or by registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

If to the QI or the Owner:
J.P. Morgan Property Exchange Inc.
1001 Hingham Street, Suite 300
Rockland, MA 02370
Attention:   William P. Lopriore, Jr.
Fax:  (781) 982-9558

If to Hertz, HGI, or HVF:

c/o The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656
Attention:   Treasurer
Fax:  (201) 307-2476

with a copy to the Administrator at:

The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656
Attention:   Treasurer
Fax:  (201) 307-2476

If to Trustee:

BNY Midwest Trust Company
2 North LaSalle
Chicago, IL 60602
Attn: Corporate Trust Administrator-Structured Finance
Phone: (312) 827-8569
Fax: (312) 827-8562

If to the GE Collateral Agent:

c/o GE Corporate Financial Services
201 Merritt 7
Norwalk, CT 06856-5201
Attention: Operations Site Leader-2nd Floor
Tel: 203-956-4146
Fax: 203-229-5788

Notice of any change in any such address, facsimile number or e-mail address will also be given in the manner set forth above.  Whenever the giving of notice is required, the party entitled to receive such notice may waive the giving of such notice.

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SECTION 8.03.  Amendments.  This Agreement may be amended and supplemented only by a written instrument duly executed by all the parties hereto upon satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding; provided that an Accession Agreement may be entered into pursuant to Section 6.10(d) subject only to the consent of Owner and each Legal Entity.

SECTION 8.04.  Successors and Assigns; No Third-Party Beneficiaries.  This Agreement shall be binding upon and inure to the benefit of each party and its successors in interest and permitted assigns.  Except as expressly otherwise allowed herein (including Section 6.01(d)), no party may assign or otherwise transfer any of its rights or delegate any of its duties or obligations under this Agreement without the prior written consent of each other party, which consent shall not be unreasonably withheld; provided, however, that no assignment by the QI shall be effective without satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding; provided further, however, that (1) each Legal Entity may pledge all of its right, title and interest in this Agreement to the extent not otherwise prohibited by the Related Documents and (2) any party hereto may assign (subject to the Rating Agency Condition with respect to each Series of Notes Outstanding in the case of the QI) this Agreement, without such written consent, to a successor or surviving entity resulting from a merger or acquisition involving substantially all of a party’s stock or assets; provided further that any assignment by the QI or any transfer of any interest in this Agreement by the QI, whether by merger or acquisition or otherwise, shall only be effective if (i) the successor or surviving entity (x) is a bankruptcy-remote, special purpose entity organized under the laws of any state of the United States, is not an affiliate of Hertz, HVF or HGI and has organic documents that provide that it will not take any Material Action without the affirmative vote of its Independent Director and (y) expressly agrees in writing to abide by the terms of this Agreement and the Escrow Agreement and (ii) HVF and Hertz consent to such assignment or transfer.  To secure the payment of the Note Obligations from time to time owing by HVF under the Indenture, HVF has pledged and assigned to the Collateral Agent for the benefit of the HVF Secured Parties a security interest in all of its right, title and interest in, to and under this Agreement, and the QI hereby consents to such assignment.  To secure HGI’s obligations under the HGI Credit Facility and all other liabilities of HGI from time to time owing by HGI to Hertz thereunder, HGI has pledged and assigned, to the Collateral Agent, for the benefit of the HGI Secured Parties, a security interest in all right, title and interest in, to and under this Agreement and the QI hereby consents to such assignment.  To secure Hertz’s obligations under the GE Credit Agreement, the GE Collateral Agreement and the other GE Loan Documents, Hertz has pledged and assigned to the GE Collateral Agent for the secured parties under the GE Collateral Agreement a security interest in all right, title and interest in, to and under this Agreement insofar as it relates to GE Financed Vehicles and the QI consents to such assignment.  Except as provided in this paragraph, nothing contained in this Agreement is intended, or will be construed, to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

SECTION 8.05.  Governing Law, Venue, Jury Trial Waiver, and Attorneys’ Fees.

(a)  GOVERNING LAW AND VENUE.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES

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OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.  VENUE SHALL BE IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF NEW YORK.

(b)  JURY TRIAL WAIVER.  EACH LEGAL ENTITY AND THE QI HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY COUNTERCLAIM THERETO.

SECTION 8.06.  Indebtedness.  The QI shall not assume any secured loan or other obligation on any Replacement Property or execute any promissory note or other evidence of indebtedness in connection with the acquisition of any Replacement Property, including any of the foregoing that would impose any personal liability upon the QI for repayment of such obligation.  The QI shall not execute any agreement nor participate in any transaction which, in the reasonable opinion of the QI or its counsel, would require the QI to engage in any unlawful or fraudulent action.

SECTION 8.07.  Strict Performance.  The failure of any party to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder, provided that any provision may be waived by the party intended to benefit therefrom by a written instrument signed by such party.

SECTION 8.08.  Severability; Interpretation.  If any provision of this Agreement is held illegal, invalid or unenforceable in a jurisdiction, this Agreement will, in such circumstances, be deemed modified in such jurisdiction to the extent necessary to render enforceable the provisions hereof, and such illegality, invalidity or unenforceability will not affect any other provision of this Agreement in any other jurisdiction.  It is the intent of the parties hereto that this Agreement comply with the requirements for like-kind exchanges pursuant to Section 1031 of the Code and the regulations thereunder and for a like-kind exchange program pursuant to Revenue Procedure 2003-39.  To the greatest extent possible, the provisions of this Agreement shall be interpreted in a manner consistent with such intent.

SECTION 8.09.  Dates, Descriptions, Values, and Matching.  Each Legal Entity shall be ultimately and solely responsible for the accuracy of any transfer dates, the Relinquished Property and the Replacement Property descriptions, the Relinquished Property and the Replacement Property values and the Relinquished Property and the Replacement Property matching with respect to each Exchange performed pursuant to its LKE Program.

SECTION 8.10.  Counterparts.  This Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts when taken together will constitute but one and the same instrument.  The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed and delivered by each other party hereto.  It will not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any other counterparts.

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SECTION 8.11.  Entire Agreement.  This Agreement, as supplemented by the Escrow Agreement, constitutes the entire understanding and agreement among the parties with respect to the subject matter contained herein and supersedes and merges any prior understandings and agreements (whether written or oral) respecting such subject matter.

SECTION 8.12.  Electronic Signature.  In the satisfaction of their respective obligations and the exercise of their respective rights under this Agreement and any related documents and/or agreements, to include bills of sale, each party hereto is, and hereby agrees to be, bound (as though duly authorized, notarized, and sealed original signatures were affixed to a document) by any evidence of consent, approval, authorization and/or agreement such party transmits or causes to be transmitted by electronic means, including but not limited to: downloading and/or transmitting of information via e-mail; facsimile; and the internet or similar electronic transmission.

SECTION 8.13.  Acknowledgment of Independent Relationship.  Each Legal Entity and the QI mutually acknowledge and agree that, pursuant to this Agreement, the QI will solely acquire Rights in contracts to both the Relinquished Property and the Replacement Property in accordance with the provisions of Section 1031 of the Code and the Treasury Regulations thereunder and that legal title to the Relinquished Property will be transferred to one or more Buyers and legal title to the Replacement Property will be transferred to the applicable Legal Entity.  The QI and each Legal Entity desire to maintain an independent relationship, therefore, the QI and each Legal Entity hereby acknowledge that in engaging in the activities contemplated by this Agreement, the QI is acting as a Qualified Intermediary.  In no event shall the QI or any of the QI’s directors, officers, employees, agents or shareholders be deemed to be acting as an agent of any Legal Entity (except as expressly provided in this Agreement and the Treasury Regulations), nor shall the QI have any fiduciary relationship to any Legal Entity.

SECTION 8.14.  Headings.  The headings in this Agreement are for convenience of reference only and do not affect its interpretation.

SECTION 8.15.  Force Majeure.  No party to this Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Agreement if such inability to perform is caused by, circumstances reasonably beyond a party’s control, such as natural disasters, fire, floods, third party strikes, failure of public utilities or telecommunications infrastructure or any other causes reasonably beyond its control.

SECTION 8.16.  Consequential Damages.  Notwithstanding anything to the contrary in this Agreement, in no event shall the QI or any director, officer, employee, member, shareholder or agent of the QI be liable for, and each Legal Entity releases the QI and each director, officer, employee, member, shareholder or agent of the QI from, any and all liability for special, indirect, incidental or consequential damages of any kind whatsoever (including lost profits) even if the QI or any director, officer, employee, member, shareholder or agent of the QI is advised of such loss or damage and regardless of the form of action.  The aforesaid is not intended to and shall in no way diminish or bar Hertz’s obligation to indemnify the QI Indemnitees for third party claims for such damages.

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SECTION 8.17.  Investment Losses.  In no event shall the QI be liable for, and each Legal Entity hereby releases the QI from, any and all liability from any damages resulting from, any loss of principal, interest or other earnings which may be incurred as a result of the investment of any funds or in redeeming any investment held by the QI in any Account pursuant to the terms of this Agreement or the Escrow Agreement.

SECTION 8.18.  Treasury Regulations Disclosure Requirements.  Each Legal Entity represents that it does not intend to treat any transaction contemplated by this Agreement as a reportable transaction within the meaning of Section 1.6011-4 of the Treasury Regulations, and without limiting the foregoing, will fully comply with the filing and reporting requirements applicable to like-kind exchanges, including any requirement in any applicable regulations or forms.  In the event that any Legal Entity determines to take any action inconsistent with such intention, such Legal Entity will promptly notify the QI, and each Legal Entity acknowledges that in this event any other party to this Agreement may treat the transaction as subject to Section 301.6112-1 of the Treasury Regulations, and maintain the investor list and other records required by such Treasury Regulation.

SECTION 8.19.  No Petitions.  (a)  Each Legal Entity hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all of the Notes and all obligations of Hertz under the GE Credit Agreement, the GE Collateral Agreement and the other GE Loan Documents, it will not institute against, or join any other Person in instituting against, the QI, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.  In the event that any Legal Entity takes action in violation of this Section 8.19(a), the QI agrees, for the benefit of the HVF Secured Parties and the secured parties under the GE Collateral Agreement, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by any Legal Entity against the QI or the commencement of such action and raise the defense that such Legal Entity has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

(b)  The QI hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all of the Notes, it will not institute against, or join any other Person in instituting against, HVF, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.  In the event that the QI takes action in violation of this Section 8.19(b), HVF agrees, for the benefit of the HVF Secured Parties, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the QI against HVF or the commencement of such action and raise the defense that the QI has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

(c)  The provisions of this Section 8.19 shall survive the termination of this Agreement.

SECTION 8.20.  Servicer.  The parties to this Agreement acknowledge and agree that Hertz acts as Servicer of HVF and HGI pursuant to this Agreement, and, in such capacity, as

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the agent of HVF and HGI, for purposes of performing certain duties of HVF and HGI under this Agreement.  The parties to this Agreement acknowledge and agree that Hertz, as Servicer, may take any action to be taken by HVF or HGI under this Agreement, subject to the assignment of HVF’s or HGI’s interest hereunder to the Collateral Agent.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE HERTZ CORPORATION,
by
	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title:  Treasurer
HERTZ VEHICLE FINANCING LLC,
by
	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
HERTZ GENERAL INTEREST LLC,
by
	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
HERTZ CAR EXCHANGE INC.,
by
	/s/ William P. Lopriore, Jr.
	Name: William P. Lopriore, Jr.
	Title: Senior Vice President
J.P. MORGAN PROPERTY HOLDINGS LLC,
by
	/s/ William P. Lopriore, Jr.
	Name: William P. Lopriore, Jr.
	Title: Senior Vice President

36

EX-4.9.14

EXHIBIT 4.9.14

AMENDED AND RESTATED ESCROW AGREEMENT

dated as of January 26, 2007

among

THE HERTZ CORPORATION,

HERTZ VEHICLE FINANCING LLC,

HERTZ GENERAL INTEREST LLC,

HERTZ CAR EXCHANGE INC.

and

J.P. MORGAN CHASE BANK, N.A.

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01.	Definitions	2
ARTICLE II
General Provisions
SECTION 2.01.	In General	3
SECTION 2.02.	Provisions Governing the Escrow Accounts	4
ARTICLE III
Fund Transfers
SECTION 3.01.	Transfer of Collected Funds from the Exchange Accounts	4
SECTION 3.02.	Transfer of Disbursed Funds from the Disbursement Accounts	5
SECTION 3.03.	Shortfalls in Funding	6
SECTION 3.04.	Additional Subsidies	6
SECTION 3.05.	The Escrow Accounts	6
SECTION 3.06.	Limitation on Rights to Exchange Proceeds	6
SECTION 3.07.	Returns	7
ARTICLE IV
Investment Of Funds
SECTION 4.01.	Investment of the Exchange Funds	7
ARTICLE V
Distributions
SECTION 5.01.	Distribution of Escrow Funds	8

i

ARTICLE VI
Miscellaneous Provisions
SECTION 6.01.	Obligations of the Escrow Agent	10
SECTION 6.02.	Conflicting Instructions; Adverse Claims	11
SECTION 6.03.	Notices	12
SECTION 6.04.	Notice of Claims Relating to the Escrow Accounts	14
SECTION 6.05.	Limitation of Liabilities; Indemnification	14
SECTION 6.06.	Entire Agreement; Successors and Assigns	15
SECTION 6.07.	Counterparts	16
SECTION 6.08.	No Third Party Beneficiaries	16
SECTION 6.09.	Authorization	16
SECTION 6.10.	Termination	16
SECTION 6.11.	No Discretion	17
SECTION 6.12.	GOVERNING LAW AND VENUE	17
SECTION 6.13.	JURY TRIAL WAIVER	17
SECTION 6.14.	Certain Bankruptcy Events	17
SECTION 6.15.	Force Majeure	17
SECTION 6.16.	Treasury Regulations Disclosure Requirements	18
SECTION 6.17.	Power of Attorney	18
SECTION 6.18.	No Petitions	18
SECTION 6.19.	Waiver of Setoff	18
SECTION 6.20.	Electronic Documentation	18
SECTION 6.21.	Servicer	19
SECTION 6.22.	Amendments	19
SECTION 6.23.	Availability of Funds for Payments	19

ii

This AMENDED AND RESTATED ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of January 26, 2007, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. Morgan Chase Bank, N.A., a national banking association, as the escrow agent (the “Escrow Agent”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).

W I T N E S S E T H :

WHEREAS, the QI, the Escrow Agent, Hertz, HVF and HGI entered into an Escrow Agreement as of December 21, 2005 (the “Prior Agreement”);

WHEREAS, the QI, the Escrow Agent, Hertz, HVF and HGI desire to amend and restate the Prior Agreement in its entirety as set forth herein;

WHEREAS, HVF and HGI are single member limited liability companies, solely owned by Hertz, and therefore disregarded entities for purposes of the Code and the Treasury Regulations;

WHEREAS, each action taken by a Legal Entity in its individual capacity pursuant to this Agreement shall, for purposes of the Code and the Treasury Regulations, have been taken by Exchangor;

WHEREAS, Exchangor desires to exchange certain Vehicles that are held for productive use in its trade or business and that constitute Relinquished Property for other vehicles to be held for productive use in its trade or business that are like-kind to the Relinquished Property;

WHEREAS, the Relinquished Property will be sold by Exchangor to various buyers from time to time, including Manufacturers and purchasers at auctions;

WHEREAS, the Replacement Property will be purchased by Exchangor from time to time from various Manufacturers and vehicle dealers;

WHEREAS, Exchangor and the QI desire and intend that the Exchanges accomplished by Exchangor and the QI under the Master Exchange Agreement (the “LKE Program”) satisfy the requirements of a “like kind exchange program” pursuant to Section 3.02 of Revenue Procedure 2003-39;

WHEREAS, Exchangor desires to effectuate each Exchange in a manner that will qualify as a like-kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the treasury regulations (the “Treasury Regulations”) promulgated thereunder (and any applicable corresponding provisions of state tax legislation) pursuant to one or more of the “safe harbors” described in Section 1.1031(k)-1(g) of the Treasury Regulations, and Revenue Procedure 2003-39;

WHEREAS, subject to the terms and provisions of the Amended and Restated Master Exchange Agreement dated as of the date hereof (the “Master Exchange Agreement”), among the QI, Hertz, HVF and HGI, each Legal Entity has engaged the QI to act as a “qualified intermediary” within the meaning of Section 1031 of the Code and Section 1.1031(k)-1(g)(4) of the Treasury Regulations (such entity, a “Qualified Intermediary”) in order to facilitate Exchanges of Relinquished Property for Replacement Property and has directed the QI to establish, or become a joint holder of, one or more accounts to hold proceeds from the disposition of Relinquished Property and any Additional Subsidies and to disburse such proceeds and any Additional Subsidies consistent with Section 1031 of the Code;

WHEREAS, the Escrow Agent may from time to time hold and disburse, pursuant to the terms of this Escrow Agreement, certain funds belonging to Exchangor that are not derived from the disposition of Relinquished Property for purposes other than the acquisition of Replacement Property;

WHEREAS, subject to the terms and provisions of the Master Exchange Agreement, it is intended that for purposes of the Treasury Regulations, Exchangor is not determined to be in actual or constructive receipt of proceeds (including any earnings thereon) from the disposition of any Relinquished Property;

WHEREAS, notwithstanding the immediately foregoing paragraph, it is the intent of the parties that the funds held in the Escrow Accounts maintained by the Escrow Agent shall not be part of the QI’s general assets, nor subject to claims by the QI’s creditors; and

WHEREAS, each Legal Entity will continue to comply with its obligations under the Related Documents to which it is a party;

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

ARTICLE I

Definitions

SECTION 1.01.  Definitions.  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Schedule I to the Base Indenture or in the Master Exchange Agreement.  The following terms used in this Escrow Agreement shall have the following meanings, unless otherwise expressly provided herein:

“Business Day” shall mean any day except a Saturday, Sunday or legal holiday on which the offices of the Trustee, any Legal Entity, the QI or, with respect to any matter involving any Account, the Escrow Agent (or any successor thereto) is not open for business.

“Code” shall have the meaning set forth in the recitals hereto.

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“Escrow Accounts” shall mean each of the Exchange Accounts and the Disbursement Accounts, each of which the QI shall maintain by itself or jointly in the course of administering its obligations under the Master Exchange Agreement and this Escrow Agreement, and each of which shall be established (if not already established) and maintained pursuant to terms of this Escrow Agreement by the Escrow Agent.

“Escrow Agent” shall mean J.P. Morgan Chase Bank, N.A., or any successor Escrow Agent appointed pursuant to this Escrow Agreement.

“Escrow Agreement” shall have the meaning set forth in the preamble hereto.

“Escrow Funds” shall mean the funds in the Escrow Accounts.

“Funds Transfer Protocol(s)” shall have the meaning set forth in Section 2.01(b) hereof.

“Hertz” shall have the meaning set forth in the preamble hereto.

“HGI” shall have the meaning set forth in the preamble hereto.

“HVF” shall have the meaning set forth in the preamble hereto.

“IRS” shall mean the Internal Revenue Service.

“LKE Program” shall have the meaning set forth in the recitals hereto.

“Master Exchange Agreement” shall have the meaning set forth in the recitals hereto.

“QI” shall have the meaning set forth in the recitals hereto.

“Qualified Intermediary” shall have the meaning set forth in the recitals hereto.

“Termination Date” shall have the meaning set forth in Section 6.10 hereof.

“Treasury Regulations” shall have the meaning set forth in the recitals hereto.

ARTICLE II

General Provisions

SECTION 2.01.  In General

(a)  Appointment of Escrow Agent.  The Escrow Agent is hereby appointed by each of the Legal Entities and the QI, and agrees to act, as escrow holder of the Escrow Funds held in the Escrow Accounts pursuant to this Escrow Agreement in accordance with the terms hereof.

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(b)  Fund Transfers.  Provided they are consistent with this Escrow Agreement and the limitations on each Legal Entity’s rights to receive, pledge, borrow or otherwise obtain the benefits of any Relinquished Property Proceeds, the particular mechanisms for accomplishing the movement of Escrow Funds described in this Escrow Agreement may be set forth and memorialized in one or more written “Funds Transfer Protocols” attached hereto from time to time as Exhibit A, which shall either (1) be executed by or on behalf of both a Legal Entity and the QI or (2) follow the protocol set forth in Section 3.01 or Section 3.02 hereof.  A Funds Transfer Protocol may also consist of a compendium of previously executed documents or charts (e.g., flow charts, corporate resolutions and signature cards) which when taken together obviate the need for a single written protocol.

(c)  Escrow Accounts.  The parties acknowledge and agree that the funds held in any of the Escrow Accounts, or any other account or sub-account established pursuant to the terms of this Escrow Agreement, shall only be distributed in accordance with the terms of this Escrow Agreement, as supplemented by the Master Exchange Agreement.  The Escrow Agent shall have no equitable interest in any amounts deposited in any of the Escrow Accounts referred to herein.

SECTION 2.02.  Provisions Governing the Escrow Accounts.  (a)  All Escrow Funds deposited into an Escrow Account pursuant to this Escrow Agreement shall be in U.S. dollars and shall be delivered or disbursed either by (i) federal funds wire transfer, (ii) Electronic Funds Transfer, or (iii) cashier’s check, or other check, with notification in a form consistent with, or as described in, Exhibit A hereto.

(b)  The Escrow Agent shall not have any responsibility or liability for any funds delivered pursuant to this Escrow Agreement until actually received in the appropriate account, in accordance with the terms hereof.

(c)  The Escrow Accounts shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution.  If any Escrow Account is not maintained in accordance with the previous sentence, then the Legal Entities shall within ten (10) Business Days of obtaining knowledge of such fact, in conjunction with the QI, establish a new Escrow Account which complies with such sentence and transfer into the new Escrow Account all funds from the non-complying Escrow Account.  The Escrow Accounts shall be maintained as “securities accounts” (as defined in Section 8-501 of the New York UCC) and the investments made with Escrow Funds shall be held in the Escrow Accounts.

ARTICLE III

Fund Transfers

SECTION 3.01.  Transfer of Collected Funds from the Exchange Accounts.  (a)  On any Business Day, pursuant to standing instructions and procedures established by each Legal Entity and the QI and in accordance with the Master Exchange Agreement, each Legal Entity may initiate proposed Electronic Funds Transfers that are subject to the QI’s approval and shall notify the QI of such initiated transfers.  The instructions with respect to the proposed Electronic Funds Transfers shall set forth the amounts to be withdrawn from an Exchange

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Account and transferred to another Exchange Account or a Disbursement Account on such day, shall be substantially in the form of Exhibit A hereto, and shall be either (1) executed by or on behalf of both the applicable Legal Entity and the QI or (2) executed by or on behalf of the applicable Legal Entity with the certification contained in Exhibit A stating that such Legal Entity has provided such instruction simultaneously to the Escrow Agent and the QI.  Such instructions to the Escrow Agent shall also include instructions regarding adjustments (e.g., calculation errors, overpayments, etc.), if any, to amounts previously funded from such Exchange Account.  If the QI does not approve any of the proposed Electronic Funds Transfer transactions, the QI shall immediately notify the applicable Legal Entity and the Escrow Agent, and in the case of a transfer of funds from an HVF Exchange Account, the Trustee and in the case of a transfer of funds from a Hertz GE Exchange Account, the GE Collateral Agent, via telephone or fax (any such notice given by telephone to be confirmed in writing) of the disapproval and the reasons for such disapproval.  If the Escrow Agent receives instructions in the form of Exhibit A (i) executed by or on behalf of both the applicable Legal Entity and the QI or (ii) executed by or on behalf of the applicable Legal Entity with the appropriate certification and the QI has not disapproved of the instructions (orally or in writing) within one hour of the Escrow Agent’s receipt of such instructions, then the Escrow Agent shall promptly execute instructions delivered to the Escrow Agent (subject to the last sentence of this Section 3.01(a)).  The Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the electronic instructions received by it pursuant to this Section 3.01(a).  Notwithstanding the foregoing, the Escrow Agent shall have no duty to transfer or distribute any funds from an Exchange Account unless such funds have been collected and credited to such Exchange Account.

(b)  After the occurrence of a Disbursement Occurrence, each Legal Entity shall direct the Escrow Agent to wire any funds held in its Escrow Account that are no longer Relinquished Property Proceeds to, or as directed by, the applicable Legal Entity; provided that (i) in the case of HVF, such amount shall be paid to the Collection Account and (ii) in the case of Hertz, any such amount in respect of GE Financed Vehicles shall be paid to the GE Collateral Account.

SECTION 3.02.  Transfer of Disbursed Funds from the Disbursement Accounts.

From time to time during the term of this Escrow Agreement, the Escrow Agent agrees that it shall receive, hold, invest and disburse, pursuant to the terms and conditions herein set forth, the Escrow Funds delivered into a Disbursement Account by or on behalf of HGI that are Relinquished Property Proceeds and/or Additional Subsidies, at HGI’s discretion, as may be needed to complete the purchase of any particular Replacement Property and to be delivered to a Manufacturer or dealer for the purchase of Replacement Property, or to make any Non-LKE Disbursement by or on behalf of HGI.  From time to time on any Business Day, pursuant to standing instructions and procedures established by HGI and the QI in accordance with the terms of the Master Exchange Agreement, HGI may initiate proposed Electronic Funds Transfers that are subject to the QI’s approval and shall notify the QI of such initiated transfers, in order to transfer funds from a Disbursement Account to acquire Replacement Property, to pay expenses of the type described in Section 1.1031(k)-1(g)(7) of the Treasury Regulations not otherwise paid from funds deposited into the Joint Collection Account and to make Non-LKE Disbursements.  The instructions with respect to such proposed Electronic Funds Transfers shall set forth the

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amounts to be withdrawn from the applicable Disbursement Account on such day, shall be substantially in the form of Exhibit A, and shall be either (1) executed by or on behalf of both HGI and the QI or (2) executed by or on behalf of HGI with the certification contained in Exhibit A stating that HGI has provided such instruction simultaneously to the Escrow Agent and the QI.  If the QI does not approve any of the proposed Electronic Funds Transfer transactions, the QI shall immediately notify HGI and the Escrow Agent via telephone or fax (any such notice by telephone to be confirmed in writing) of the disapproval and the reasons for such disapproval.  If the Escrow Agent receives instructions in the form of Exhibit A (i) executed by or on behalf of HGI and the QI or (ii) executed by or on behalf of HGI with the appropriate certification and the QI has not disapproved of the instructions (orally or in writing) within one hour of the Escrow Agent’s receipt of such instructions, then the Escrow Agent shall promptly execute instructions delivered to the Escrow Agent (subject to the last sentence of this Section 3.02).  The Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the electronic instructions received by it pursuant to this Section 3.02.  Notwithstanding the foregoing, the Escrow Agent shall have no duty to transfer or distribute any funds from a Disbursement Account unless such funds have been collected and credited to such Disbursement Account.

SECTION 3.03.  Shortfalls in Funding.  If, for any reason, the sum of the amounts requested by an Legal Entity to be transferred from an Exchange Account to another Exchange Account or a Disbursement Account in accordance with the Master Exchange Agreement on any Business Day pursuant to Section 3.01 hereof exceeds the total amount of collected funds in such Exchange Account with respect to such Legal Entity, including any Qualified Earnings from the investment of funds with respect to such Legal Entity held in the Exchange Account pursuant to this Escrow Agreement on such day and actually credited to the Exchange Account, the Escrow Agent shall promptly notify the applicable Legal Entity of the amount of such shortfall, and the amounts to be transferred to such other Exchange Account or Disbursement Account on such day shall be reduced by the amount of such shortfall.

SECTION 3.04.  Additional Subsidies.  In the event that the Escrow Funds with respect to HGI are insufficient to pay the Replacement Property Acquisition Cost incurred by HGI, HGI may transfer Additional Subsidies directly to an HGI Exchange Account or a Disbursement Account in an amount sufficient for the QI to acquire the applicable Replacement Property.  Any Legal Entity may transfer Additional Subsidies to one of its Exchange Accounts to fund Non-LKE Disbursements; and HGI may transfer Additional Subsidies to any Disbursement Account to fund Non-LKE Disbursements.

SECTION 3.05.  The Escrow Accounts.  Transfers of funds in and out of the Exchange Accounts and the Disbursement Accounts shall be governed by the terms of this Escrow Agreement, as supplemented by terms of the Master Exchange Agreement.

SECTION 3.06.  Limitation on Rights to Exchange Proceeds.

(a)  All Escrow Funds shall be held subject to the terms of this Escrow Agreement.  In particular, all Relinquished Property Proceeds, and any Qualified Earnings thereon, shall be held subject to Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-l(g)(6) of the Treasury Regulations, including the restrictions on Exchangor’s right to receive, pledge, borrow

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or otherwise obtain the benefits of Relinquished Property Proceeds or the earnings thereon.  Subject to the limitation that each Legal Entity shall have no right to receive, pledge, borrow or otherwise obtain the benefits of the Relinquished Property Proceeds or the earnings thereon held by either the QI or the Escrow Agent, Relinquished Property Proceeds may be withdrawn from an Exchange Account or Disbursement Account upon a Disbursement Occurrence with respect to the related Relinquished Property or such Relinquished Property Proceeds.  This Section 3.06(a) shall apply notwithstanding any inconsistent instruction given by any Legal Entity and notwithstanding any decision by any Legal Entity not to pursue a deferred exchange or to abandon the transactions contemplated by this Escrow Agreement.

(b)  The QI shall have only such interest in any of the Escrow Funds as is expressly provided in the Master Exchange Agreement and shall have the right to use, withdraw, transfer or otherwise act with respect to any of the Escrow Funds only as expressly provided in, and for the purposes set forth in, this Escrow Agreement or the Master Exchange Agreement.

SECTION 3.07.  Returns.  If at any time, for any reason, funds transferred from an Escrow Account are returned to such Escrow Account, such funds shall be transferred by the Escrow Agent upon receipt by the Escrow Agent of electronic written instructions from the applicable Legal Entity and the QI.

ARTICLE IV

Investment Of Funds

SECTION 4.01.  Investment of the Exchange Funds.

(a)  From time to time during the term of this Escrow Agreement, the Escrow Agent shall invest and reinvest all (or such lesser portion as may be agreed to between the parties hereto) the funds held in (i) a HVF Exchange Account in any Permitted Investments, (ii) a Hertz GE Exchange Account in Cash Equivalents (as defined in the GE Credit Agreement) or (iii) any other Exchange Account as directed by Hertz or HGI; provided, however, that in no event shall any Legal Entity direct that any such investment, directly or indirectly, be in any security of a Legal Entity or any of its affiliates.  Interest and other amounts, or any benefits earned in lieu of the payment of interest, earned on the Escrow Funds shall be treated as Escrow Funds and the parties hereto agree that absent a change in law, all information returns shall identify the applicable Legal Entity as the recipient.

(b)  If any Qualified Earnings on Relinquished Property Proceeds are held in an Exchange Account, such Qualified Earnings shall not be disbursed during the Exchange Period for the related Relinquished Property.  Any Qualified Earnings as to which the Exchange Period of the Relinquished Property has expired shall thereafter be deemed Additional Subsidies.

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ARTICLE V

Distributions

SECTION 5.01.  Distribution of Escrow Funds.  The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows:

(a)  If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request.

(b)  If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that (i) in the case of Escrow Funds of HVF (including any funds that are attributable to Relinquished Property owned by HVF and any earnings thereon), such amount shall be paid to the Collection Account and (ii) in the case of Escrow Funds of Hertz (including any funds that are attributable to Relinquished Property owned by Hertz and any earnings thereon) with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account.

(c)  If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, such party shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that

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(i) in the case of Escrow Funds of HVF, such amount shall be paid to the Collection Account and (ii) in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, such amount shall be paid to the GE Collateral Account.

(d)  If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee and the GE Collateral Agent, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold.

(e)  If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice.  If (i) the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice.

(f)  The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time).  The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent.

(g)  Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds.  All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

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ARTICLE VI

Miscellaneous Provisions

SECTION 6.01.  Obligations of the Escrow Agent.

(a)  The Escrow Agent shall invoice each Legal Entity quarterly for authorized fees and expenses payable by such Legal Entity.  Payments of reasonable fees and expenses pursuant to an invoice shall be due thirty (30) days from the date of each Legal Entity’s receipt of such invoice plus any required supporting documentation.

(b)  The Escrow Agent shall not have any obligation to, nor shall it incur any liability for failing to, advance, use or risk, in any manner or for any purpose, its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.  The provisions of this Section 6.01(b) shall survive the termination of this Escrow Agreement.

(c)  Except as expressly contemplated by this Escrow Agreement, the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Funds, except pursuant to an order of a court of competent jurisdiction.

(d)  The duties, responsibilities and obligations of the Escrow Agent under this Escrow Agreement shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied.  Other than as contemplated herein, the Escrow Agent shall not be subject to, or required to comply with, any other agreement between the Legal Entities and the QI or to which a Legal Entity or the QI is a party, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from a Legal Entity or the QI or an entity or entities acting on their behalf.

(e)  If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process that in any way affects the Escrow Funds, the Escrow Agent shall, in the case of Escrow Funds of HVF, promptly notify the Trustee of such occurrence, in the case of Escrow Funds of Hertz with respect to GE Financed Vehicles, promptly notify the GE Collateral Agent of such occurrence, and, in any case, be authorized to comply therewith in any manner that it or legal counsel of its own choosing reasonably deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, it shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(f)  The Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any Escrow Funds held hereunder except as provided for in this Escrow Agreement.  Uninvested funds held hereunder shall not earn or accrue interest.

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(g)  At any time the Escrow Agent may request an instruction in writing from any of the Legal Entities and the QI and may, at its own option, include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder.  The Escrow Agent shall not be liable for acting in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least three (3) Business Days after the applicable Legal Entity, the Trustee and the QI receive such party’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested, including a refusal to the proposed course of action.

(h)  In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received hereunder by the Escrow Agent, the Escrow Agent may, in its sole discretion, only after notifying the applicable Legal Entity, the Trustee and the QI in writing, refrain from taking any action other than retaining possession of the Escrow Funds unless the Escrow Agent receives written instructions, signed by such Legal Entity and the QI, which eliminates such ambiguity or uncertainty.

(i)  Each Legal Entity shall pay or reimburse the Escrow Agent upon request, for any taxes relating to the Escrow Funds with respect to such Legal Entity incurred in connection herewith and shall indemnify and hold the Escrow Agent harmless from any amounts it is obligated to pay in the way of such taxes.  In addition, all interest or other income earned under this Escrow Agreement shall be allocated to Exchangor for federal income tax purposes, and paid only as directed by the applicable Legal Entity and the QI pursuant to the terms and conditions of this Escrow Agreement, as supplemented by the terms of the Master Exchange Agreement, and reported by Exchangor to the IRS or any other taxing authority.  Notwithstanding any written directions, the Escrow Agent shall report, and as required withhold, any taxes it determines may be required by any law or regulation in effect at the time of distribution.  If any earnings remain undistributed at the end of any calendar year, the Escrow Agent shall report to the IRS or such other authority such earnings as it deems appropriate or as required by any applicable law or regulation.  This Section 6.01(i) shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Agent.

(j)  The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it by a Legal Entity or otherwise hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof.  Subject to Section 5.01(f) hereto, the Escrow Agent may act in reliance upon, and shall be fully protected in relying upon, any instrument or signature reasonably believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.  All written notices when received as provided pursuant to Section 6.03 hereof shall be valid and accepted whether signed in counterparts or one document.

SECTION 6.02.  Conflicting Instructions; Adverse Claims.  In the event of any disagreement between any Legal Entity and the QI resulting in conflicting instructions to (including the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 hereof), or adverse claims or demands by any Legal Entity and the QI upon,

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the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal Entity, the QI and, in the case of a disagreement involving HVF, the Trustee and, in the case of a disagreement involving Hertz and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral Agent, along with such party’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity and the QI before complying.  If the Escrow Agent gives written notice to the applicable Legal Entity, the QI and, if required, the Trustee or the GE Collateral Agent as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction.  The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above.  Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.

SECTION 6.03.  Notices.  All notices, requests, demands, waivers, consents, approvals or other communications required or permitted hereunder will be in writing, will be deemed given when actually received and will be given by personal delivery, by facsimile transmission with receipt acknowledged, by means of electronic mail, by same day or overnight courier services or by registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

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The Escrow Agent at:

                                              
                                              
                                              
Fax:                                       

The QI at:

J.P. Morgan Property Exchange Inc.
1001 Hingham Street, Suite 300
Rockland, MA 02370
Attention:   William P. Lopriore, Jr.
Fax:  (781) 982-9558

Hertz, HVF or HGI, as applicable, at:

c/o The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656
Attention:   Treasurer
Fax:  (201) 307-2746

with a copy to the Administrator at:

The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656
Attention:   Treasurer
Fax:  (201) 307-2746

OR

The Trustee at:

BNY Midwest Trust Company
2 North LaSalle
Chicago, IL 60602
Attn:   Corporate Trust Administrator-Structured Finance
Phone:  (312) 827-8569
Fax:  (312) 827-8562

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The GE Collateral Agent at:

c/o GE Corporate Financial Services
201 Merritt 7
Norwalk, CT 06856-5201
Attention: Operations Site Leader-2nd Floor
Tel: 203-956-4146
Fax: 203-229-5788

SECTION 6.04.  Notice of Claims Relating to the Escrow Accounts.  If the Escrow Agent receives a written notice signed by or on behalf of either the QI or a Legal Entity advising the Escrow Agent that there is a pending litigation between the QI and such Legal Entity or any other entity claiming entitlement to the Escrow Funds, (i) the Escrow Agent may, on notice to the QI, such Legal Entity, and in the case of litigation involving HVF, the Trustee and in the case of litigation involving Hertz and Escrow Funds with respect to GE Financed Vehicles, the GE Collateral Agent, deposit the Escrow Funds with the clerk of the court in which said litigation is pending; or (ii) take such affirmative steps as it elects in order to terminate its duties as escrow holder hereunder, including, without limitation, the deposit of the Escrow Funds with a court of competent jurisdiction and, if no action to which the QI and such Legal Entity are parties is then pending with respect to the Escrow Funds, the commencement of an action for interpleader, the costs thereof to be borne jointly and severally by the QI and the applicable Legal Entity.

SECTION 6.05.  Limitation of Liabilities; Indemnification.  (a)  The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience.  The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent.  The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct.  Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of

14

any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds.  Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreement.

(b)  Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys from and against all claims, loss, damage and costs, including reasonable attorney’s fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent.  The provisions of this Section 6.05(b) shall survive the termination of this Escrow Agreement.

(c)  The Escrow Agent shall not be required to give any bond or other security hereunder.  The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability for any loss, cost or damage that the QI or any Legal Entity or any other person or entity may sustain by reason of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein provided.

SECTION 6.06.  Entire Agreement; Successors and Assigns.  This Escrow Agreement, the Master Exchange Agreement and the other agreements referenced herein contain the entire agreement between the parties relative to the subject matter hereof and there are no verbal or collateral understandings, agreements, representations or warranties not expressly set forth herein.  Except as expressly otherwise allowed herein, no party may assign or otherwise transfer any of its rights or delegate any of its duties or obligations under this Escrow Agreement without the prior written consent of each other party, which consent shall not be unreasonably withheld; provided, however, that no assignment shall be effective without satisfaction of the Rating Agency Condition; provided further, however, that (1) each Legal Entity may pledge all of its right, title and interest in this Agreement to the extent not otherwise prohibited by the Related Documents or by Treasury Regulation Section 1.1031(k)-1(g)(6) and (2) any party hereto may assign (subject to the Rating Agency Condition) this Agreement, without such written consent, other than the written consent of HVF and Hertz in the case of an assignment by the Escrow Agent, to a successor or surviving entity resulting from a merger or acquisition involving substantially all of a party’s stock or assets.  To secure the payment of the Note Obligations from time to time owing by HVF under the Indenture, HVF has pledged and assigned to the Collateral Agent for the benefit of the HVF Secured Parties a security interest in all of its right, title and interest in, to and under this Escrow Agreement (but not the Escrow Accounts), and the Escrow Agent, Hertz and HGI hereby consent to such assignment.  To secure HGI’s obligations under the HGI Credit Facility and all other liabilities of HGI from time to time

15

owing by HGI to Hertz thereunder, HGI has pledged and assigned, to the Collateral Agent, for the benefit of the HGI Secured Parties, a security interest in all of its right, title and interest in, to and under this Escrow Agreement (but not the Escrow Accounts) and the Escrow Agent, Hertz and HVF hereby consent to such assignment.  To secure Hertz’s obligations under the GE Credit Agreement, the GE Collateral Agreement and the other GE Loan Documents, Hertz has pledged and assigned to the GE Collateral Agent for the benefit of the secured parties under the GE Collateral Agreement a security interest in all of its right, title and interest in, to and under this Escrow Agreement (but not the Escrow Accounts) insofar as it relates to GE Financed Vehicles and the Escrow Agent, HVF and HGI hereby consent to such assignment.

SECTION 6.07.  Counterparts.  This Escrow Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts when taken together will constitute but one and the same instrument.  The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed and delivered by each other party hereto.  It will not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any other counterparts.

SECTION 6.08.  No Third Party Beneficiaries.  Nothing contained in this Escrow Agreement is intended, or will be construed, to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Escrow Agreement.

SECTION 6.09.  Authorization.  Each Person signing this Escrow Agreement and any accompanying exhibits each represent and warrant that such Person has all necessary power and authority to execute and deliver this Escrow Agreement and any accompanying exhibits on behalf of the party for whom they are so executing and delivering the same.

SECTION 6.10.  Termination.  (a)  Upon delivery of all of the Escrow Funds and all interest earned thereon as required or permitted hereunder and following written notice to each of the Escrow Agent and the Trustee of termination of this Escrow Agreement, the Escrow Agent shall be relieved and discharged from all obligations and liabilities hereunder with respect thereto and this Escrow Agreement shall thereupon be deemed terminated.

Notwithstanding any provision herein to the contrary, the Escrow Agent shall have the right to terminate this Escrow Agreement, as it relates to such party, at any time (the “Termination Date”) prior to complete disbursement of all of the Escrow Funds upon not less than ninety (90) Business Days’ notice to the QI, each Legal Entity and the Trustee, provided, however, that if a notice to disburse the Escrow Funds pursuant to Section 5.01 hereof is received by the Escrow Agent and such disbursement is to occur prior to the Termination Date, then the Escrow Agent will comply with the terms of this Escrow Agreement and make such disbursement pursuant hereto.  If the Escrow Agent gives notice setting a Termination Date, the Legal Entities and the QI may, at their option and provided that the Rating Agency Condition with respect to each Series of Notes Outstanding is satisfied with respect thereto, appoint one or more new escrow agents pursuant to an escrow agreement substantially in the form of this Escrow Agreement and, provided, the Escrow Agent shall receive an instruction substantially in

16

the form of Exhibit C-1 hereto not less than two (2) Business Days prior to the Termination Date, the Escrow Agent shall deliver the Escrow Funds in accordance with such instruction.

SECTION 6.11.  No Discretion.  The Escrow Agent may act through agents or attorneys-in-fact, by and under a power of attorney duly executed by the Escrow Agent in carrying out any of the powers and duties pursuant to this Escrow Agreement, subject to clause (b) of Section 6.05(a) hereof.  The Escrow Agent shall not be required to exercise any discretion hereunder.

SECTION 6.12.  GOVERNING LAW AND VENUE.  THIS ESCROW AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.  VENUE SHALL BE IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF NEW YORK.

SECTION 6.13.  JURY TRIAL WAIVER.  EACH LEGAL ENTITY, THE QI AND THE ESCROW AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING FROM THE SUBJECT MATTER OF THIS ESCROW AGREEMENT, INCLUDING ANY COUNTERCLAIM THERETO.

SECTION 6.14.   Certain Bankruptcy Events.  If the Escrow Agent:

(a)  suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction or any regulatory agency in an involuntary proceeding commenced under any applicable insolvency, receivership or other similar law of any jurisdiction now or hereafter in effect, or has any such proceeding commenced against it which remains undismissed for a period of thirty (30) days, or

(b)  commences a voluntary case under any applicable bankruptcy, insolvency, receivership or similar law now or hereafter in effect; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing,

(c)  then the Legal Entities may, immediately upon notice to the QI, the Trustee, the GE Collateral Agent and the Escrow Agent (together with a copy of the replacement escrow agreement referred to below), and subject to satisfication of the Rating Agency Condition with respect to each Outstanding Series of Notes, terminate this Escrow Agreement, appoint, or cause the QI to appoint, a successor escrow agent and enter into a replacement escrow agreement with such successor.

SECTION 6.15.  Force Majeure.  No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement if such inability to perform is caused by, circumstances reasonably beyond a party’s control, such as natural disasters, fire, floods, third party strikes, failure of

17

public utilities or telecommunications infrastructure or any other causes reasonably beyond its control.

SECTION 6.16.  Treasury Regulations Disclosure Requirements.  Each Legal Entity represents that it does not intend to treat any transaction contemplated by this Escrow Agreement as a reportable transaction within the meaning of Section 1.6011-4 of the Treasury Regulations, and without limiting the foregoing, will fully comply with the filing and reporting requirements applicable to like-kind exchanges, including any requirement in applicable regulations and forms.  In the event that any Legal Entity determines to take any action inconsistent with such intention, such Legal Entity will promptly notify the QI, and each Legal Entity acknowledges that in this event, any other party to this Escrow Agreement may treat the transaction as subject to Section 301.6112-1 of the Treasury Regulations, and maintain the investor list and other records required by such Treasury Regulation.

SECTION 6.17.  Power of Attorney.  Each of HVF and HGI shall execute on the date hereof a power of attorney substantially in the form of Exhibit D hereto, pursuant to which Hertz may exercise any of HVF’s or HGI’s rights under this Escrow Agreement, including the right to execute any and all documents pertaining to the transfer or release of Escrow Funds and to terminate the Escrow Agreement.

SECTION 6.18.  No Petitions.  The Escrow Agent hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all of the Notes, it will not institute against, or join any other Person in instituting against HVF, the QI or Hertz, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.  In the event that the Escrow Agent takes action in violation of this Section 6.18, (i) each of the QI and HVF agrees, for the benefit of the HVF Secured Parties, and (ii) Hertz agrees, for the benefit of the parties to the GE Loan Documents, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the Escrow Agent against the QI, HVF or Hertz or the commencement of such action and raise the defense that the Escrow Agent has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

The provisions of this Section 6.18 shall survive the termination of this Agreement.

SECTION 6.19.  Waiver of Setoff.  The Escrow Agent agrees that all monies, checks, instruments and other items of payment deposited into the Escrow Accounts shall not be subject to deduction, setoff, banker’s lien, or any other right in favor of any Person, except that such party may setoff (i) any checks credited to the Escrow Accounts and thereafter returned unpaid because of uncollected or insufficient funds and (ii) items, including, without limitation any Automated Clearing House transactions, which are returned for any reason or any adjustments.

SECTION 6.20.  Electronic Documentation.  Each of the parties hereto agrees that any instruction required to be delivered in the form of Exhibit A may be provided in an

18

electronic form so long as the form of electronic documentation used is sufficient to constitute a legal and binding instruction.

SECTION 6.21.  Servicer.  The parties to this Escrow Agreement acknowledge and agree that Hertz acts as Servicer of HVF and HGI pursuant to this Escrow Agreement, and, in such capacity, as the agent of HVF and HGI, for purposes of performing certain duties of HVF and HGI under this Escrow Agreement.  The parties to this Escrow Agreement acknowledge and agree that Hertz, as Servicer, may take any action to be taken by HVF or HGI under this Escrow Agreement.

SECTION 6.22.  Amendments.  This Escrow Agreement may be amended and supplemented only by a written instrument duly executed by all the parties hereto upon satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.

SECTION 6.23.  Availability of Funds for Payments.  Notwithstanding any provisions contained in this Escrow Agreement to the contrary, HVF shall not, and shall not be obligated to, pay any amount pursuant to this Escrow Agreement unless HVF has funds which are not required to repay any Notes Outstanding when due.  Prior to the commencement of an insolvency proceeding by or against HVF, any amount which HVF does not pay pursuant to the operation of the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against or obligation of HVF for any such insufficiency unless and until HVF satisfies the provisions of such preceding sentence.

(signature page follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE HERTZ CORPORATION,
by
	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
HERTZ VEHICLE FINANCING LLC,
by
	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
HERTZ GENERAL INTEREST LLC,
by
	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
HERTZ CAR EXCHANGE INC.,
by
	/s/ William P. Lopriore, Jr.
	Name: William P. Lopriore, Jr.
	Title: Senior Vice President
J.P. MORGAN CHASE BANK, N.A.,
by
	/s/ William P. Lopriore, Jr.
	Name: William P. Lopriore, Jr.
	Title: Senior Vice President

Exhibit A

To:                                                                                                                                                          &nb sp;                            

Escrow Agent Account Number #:                        

Legal Entity:  [                           ] [                              ] [                              ]

Legal Entity’s Taxpayer Identification Number:

Instructions for Receipt of Escrow Funds and Disbursement of Funds for Acquisition of Replacement Property

Description of Relinquished Property and Deposit into Disbursement Account:

$                            will be transferred to the above-referenced escrow account on or about                            .  These funds are the net proceeds from the sale of the Relinquished Property by the Legal Entity to a buyer or Additional Subsidies provided by the Legal Entity.  The funds will be delivered in the form of (check one):

        federal funds wire         cashier’s check

Disbursement for Purchase of Replacement Property:

Be advised that the Legal Entity has followed the notification and closing procedures relative to a Replacement Property in accordance with the requirements of Internal Revenue Code Section 1031 and the regulations promulgated thereunder.  As a result, please attend to the following transfer upon this instruction.  Please make the following wire transfer:

AMOUNT:  $                          

FROM ACCOUNT #:                          

TO:  [Include Wiring Instructions]

FOR VALUE:                          

Authorization to Disburse Funds for Acquisition of a Replacement Property from Exchange Account:

Be advised that the Legal Entity has followed the notification and closing procedures relative to a Replacement Property in accordance with the requirements of Internal Revenue Code Section 1031 and the regulations promulgated thereunder.  As a result, please attend to the following transfer upon receipt of this instruction.

You are hereby authorized to liquidate the investment previously specified and disburse the proceeds, if any, of the Escrow Funds from the appropriate account as follows:

AMOUNT:  $                         

FROM EXCHANGE ACCOUNT #:                           

TO DISBURSEMENT ACCOUNT #:                          

FOR VALUE:                          

Return of Funds from Disbursement Accounts:

Please return funds from the following accounts, as instructed below:

AMOUNT:  $                                                                                                                                           

FROM EXCHANGE ACCOUNT #:                                                                                               

TO ACCOUNT #:                                                                                                                                    

FOR VALUE:                              

AMOUNT: $                                                                                                                                           

FROM DISBURSEMENT ACCOUNT #:                                                                                             

TO ACCOUNT #:                                                                                                                                   

FOR VALUE:                          

Authorized by:

[The undersigned hereby certifies to the Escrow Agent and                                                       that this instruction has been provided to the Escrow Agent and                                                        simultaneously, and the Escrow Agent may rely upon this certification in compliance with Sections 3.01 and 3.02 of the Escrow Agreement when making transfers from the Escrow Accounts without the signature of                                                 upon this written instruction](1)

Legal Entity:                                                                 , [on its own behalf] [as Servicer for                                                         ] [                                                               ] [                                                 ]

By:	Date:
Print Name:
Title:

By:	Date:
Print Name:
Title:

[Qualified Intermediary:                                          ](2)

By:	Date:
Print Name:
Title:

(1) Certification may be removed for any instruction executed by both                                                         and                                                        .

(2) No signature required if certification above is included

Authorization to Terminate Escrow — Failure to Identify Replacement Property

Description of Relinquished Property:

The Legal Entity has failed to identify a Replacement Property within the required period after transfer of title to the Relinquished Property in accordance with the requirements of Section 1031 of the Internal Revenue Code of 1986, as amended.  As a result, the exchange relating to the funds in this escrow account shall terminate effective                                            .

You are hereby authorized to liquidate the entire investment and disburse the net proceeds, if any, of the Escrow Funds as follows:

For                                                                        , for the benefit of                                     , as Trustee, Invoice Number:                                                                

Amount:  $                                                                    

Bank Information:

ABA/Routing Number:

Account Name:

Account Number: *                                              

For Value:                     

Remit the balance, plus accrued income, to:

Bank:    

ABA Number:                                                                                           

Account Name:                                                                                          

Account Number:                                                                                       

For Value:                                  

Authorized by:

Qualified Intermediary:                                                                              

By:	Date:
Print Name:
Title:

Legal Entity:                                                                 , [on its own behalf] [as Servicer for                                                         ] [                                                               ] [                                                      ]

By:	Date:
Print Name:
Title:

By:	Date:
Print Name:
Title:

Authorization to Terminate Escrow - Failure to Acquire within 180 Days

Description of Relinquished Property:

The Legal Entity has failed to acquire title to a Replacement Property within the required period after transfer of title to the Relinquished Property in accordance with the requirements of Section 1031.  As a result, the exchange relating to the funds in this escrow account shall terminate effective                                          .

You are hereby authorized to liquidate the entire investment and disburse not later than 2 Business Days after receipt of this notice, the net proceeds, if any, of the Escrow Funds as follows:

For                                                                 Invoice Number:       

Amount: $                                                      

Bank Information:

ABA/Routing Number:

Account Name:

Account Number: *                                                         

For Value:                                   

Remit the balance, plus accrued income, to:

Bank:                                                 

ABA Number:                                                                    

Account Name:                                                                    

Account Number:                                                                 

For Value:                                                         

Authorized by:

Qualified Intermediary:                                                                

By:	Date:
Print Name:
Title:

Legal Entity:                                                                 , [on its own behalf] [as Servicer for                                                         ] [                                                               ] [                                                     ]

By:	Date:
Print Name:
Title:

By:	Date:
Print Name:
Title:

Exhibit B

Person(s) Authorized to Execute Escrow Agreement and Exhibits

To:                                                                                                                                                          &nb sp;                    

Escrow Agent Account Numbers ######## and [                             ]

Legal Entities:                                                      ,                                                                 ,

                                                                 and                                            

Legal Entities’ Taxpayer Identification Numbers:

Description of Relinquished Property:

The following person is authorized to execute the Escrow Agreement on behalf of each Legal Entity:

Authorized Signature:

Print Name:

Title:

Any of the following persons are authorized to execute the instructions on behalf of any Legal Entity:

Authorized Signature:

Print Name:

Title:

Authorized Signature:

Print Name:

Title:

Authorized Signature:

Print Name:

Title:

Authorized Signature:

Print Name:

Title:

Authorized Signature:

Print Name:

Title:

Any of the following persons are authorized to execute the Escrow Agreement and instructions on behalf of the QI.

Authorized Signature:

Print Name:

Title:

Authorized Signature:

Print Name:

Title:

Authorized Signature:

Print Name:

Title:

THIS EXHIBIT MUST BE SIGNED AND RETURNED WITH THE ESCROW AGREEMENT

Exhibit C-1

Instruction to Transfer Escrow Funds to New Escrowee

To:                                                                                                                                                          &nb sp;                

Escrow Agent Account Number

Legal Entity:                                ,                                            ,                                            

                                        and                                                  

Legal Entity’s Taxpayer Identification Numbers:

Description of Relinquished Property:

We hereby acknowledge or initiate notice of termination of the Escrow Agreement with you relative to the above account effective                                       .  You are hereby advised that the undersigned have appointed a new escrow holder.  Therefore, the Escrow Funds are to be redeemed or otherwise liquidated and disbursed on                                       .

You are hereby authorized to liquidate the entire investment, deduct any fees for your services or expenses, and disburse the net proceeds of the Escrow Funds as follows:

Bank:                                                                                                

ABA Number:                                                                                  

Account Name:                                                                                

Account Number:                                                                             

For Value:                                                 

Authorized by:

Qualified Intermediary:                                                                                        

By:	Date:
Print Name:
Title:

Legal Entity:                                                                 , [on its own behalf] [as Servicer for][                                                        ] [                                                               ] [                                              ]

By:	Date:
Print Name:
Title:

By:	Date:
Print Name:
Title:

Acknowledged and consented to by:

By:	Date:
Print Name:
Title:

Exhibit C-2

Instruction to Transfer Escrow Funds

To:                                                                                                                                                          &nb sp;             

Escrow Agent Account Number

Legal Entity:                                                     ,                                                                   ,
                                                      

                                                    and                                                 

Legal Entity’s Taxpayer Identification Numbers:

Description of Relinquished Property:

We hereby acknowledge or initiate notice of termination of the Escrow Agreement with you relative to the above account effective                               .  You are hereby advised that the undersigned have not appointed a new escrow holder.  Therefore, the Escrow Funds are to be redeemed or otherwise liquidated and disbursed on                                .

You are hereby authorized to liquidate the entire investment, deduct any fees for your services or expenses, and disburse the net proceeds of the Escrow Funds as follows:

Funds in the HVF Exchange Accounts

Bank:                                                                                                

ABA Number:                                                                                  

Account Name:                                                                                 

Account Number:                                                                              

For Value:                                           

Funds in the HGI Exchange Accounts

Bank:                                                                                                

ABA Number:                                                                                  

Account Name:                                                                                

Account Number:                                                                              

For Value:                                             

Funds in the Hertz Exchange Accounts

Bank:                                                                                                

ABA Number:                                                                                  

Account Name:                                                                                 

Account Number:                                                                              

For Value:                                             

Funds in the Disbursement Accounts

Bank:                                                                                                

ABA Number:                                                                                  

Account Name:                                                                                

Account Number:                                                                             

For Value:                                                     

Authorized by:

Qualified Intermediary:                                                                             

By:	Date:
Print Name:
Title:

Legal Entity:                                                                            , [on its own behalf] [as Servicer for][                                                    ][                                          ][                                        ]

By:	Date:
Print Name:
Title:

By:	Date:
Print Name:
Title:

Acknowledged and consented to by:

By:	Date:
Print Name:
Title:

Exhibit D

Form of Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that
[                                                                      ] [                                                                 ] does hereby make, constitute and appoint                                           (“          ”) its true and lawful Attorney-in-Fact for it and in its name, stead and behalf, to exercise any of its rights under the Escrow Agreement (the “Escrow Agreement”), dated as of                 X, 200X, among                                       ,                                                        ,                                ,                  ,                              and                                 , including but not limited to, the right to execute any and all documents pertaining to the transfer or release of Escrow Funds (as defined in the Escrow Agreement) and to terminate the Escrow Agreement.  This power is limited to the foregoing and specifically does not authorize the creation of any liens or encumbrances on any of said Escrow Funds.

The powers and authority granted hereunder shall be effective as of the [      ] day of          , 200X and unless sooner terminated, revoked or extended, shall cease eight (8) years from such date.

IN WITNESS WHEREOF, [                                                    ] [                                                                ] has caused this instrument to be executed on its behalf by its duly authorized officer this               day of               , 200X.

[                                                ] ]                       

                                           ]

By:

State of                           )

County of                       )

Subscribed and sworn before me, a notary public, in and for said county and state, this          day of                        , 20   .

Notary Public

My Commission Expires:                                

EX-4.9.25

EXHIBIT 4.9.25

SUPPLEMENT TO

SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT

among

THE HERTZ CORPORATION,
as grantor,

GELCO CORPORATION
d/b/a GE FLEET SERVICES,
as secured party,

and

BNY MIDWEST TRUST COMPANY
not in its individual capacity but solely
as Collateral Agent,

Dated as of January 26, 2007

ARTICLE I
CERTAIN DEFINITIONS
SECTION 1.1.	Certain Definitions	1
SECTION 1.2.	Interpretation and Construction	1
ARTICLE II
COLLATERAL AGENT AS LIENHOLDER FOR THE SECURED PARTY
SECTION 2.1.	Security Interest	2
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 3.1.	Representations and Warranties of the Grantor	3
SECTION 3.2.	Covenants of the Grantor	3
ARTICLE IV
THE COLLATERAL AGENT
SECTION 4.1.	Appointment	4
SECTION 4.2.	Representations	5
SECTION 4.3.	Exculpatory Provisions	5
SECTION 4.4.	Limitations on Duties of the Collateral Agent	5
SECTION 4.5.	Resignation and Removal of the Collateral Agent	7
SECTION 4.6.	Merger of the Collateral Agent	8
SECTION 4.7.	Compensation and Expenses	8
SECTION 4.8.	Stamp, Other Similar Taxes and Filing Fees	8
SECTION 4.9.	Indemnification	8
SECTION 4.10.	Waiver of Set-Off by the Collateral Agent	9

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ARTICLE V
MISCELLANEOUS
SECTION 5.1.	Amendments, Supplements and Waivers	9
SECTION 5.2.	Notices	9
SECTION 5.3.	Headings	9
SECTION 5.4.	Severability	9
SECTION 5.5.	Counterparts	10
SECTION 5.6.	Binding Effect	10
SECTION 5.7.	Governing Law	10
SECTION 5.8.	Effectiveness	10
SECTION 5.9.	Termination of this Agreement	10
SECTION 5.10.	No Waiver; Cumulative Remedies	10
SECTION 5.11.	Submission To Jurisdiction; Waivers	11
SECTION 5.12.	Waiver of Jury Trial	11
SECTION 5.13.	No Recourse	11

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SUPPLEMENT TO SECOND
AMENDED AND RESTATED
COLLATERAL AGENCY AGREEMENT

THIS SUPPLEMENT TO THE SECOND AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of January 26, 2007 (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), among THE HERTZ CORPORATION, a Delaware corporation, as the grantor (the “Grantor”), GELCO CORPORATION d/b/a GE FLEET SERVICES, including in its capacity as Domestic Collateral Agent, as the secured party (the “Secured Party”), and BNY MIDWEST TRUST COMPANY, an Illinois trust company, as collateral agent for the Secured Party (in such capacity, the “Collateral Agent”).

The parties are entering into this Agreement to supplement the Second Amended and Restated Collateral Agency Agreement, dated as of the date hereof (as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Base Agreement”), among Hertz Vehicle Financing LLC (“HVF”), Hertz General Interest LLC (“HGI”), the Grantor, BNY Midwest Trust Company (not in its individual capacity, but solely as trustee for holders of HVF notes) and the Collateral Agent.

In consideration of the premises, the Grantor hereby agrees with the Collateral Agent for the benefit of the Secured Party as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.1. Certain Definitions.  (a)  Unless otherwise specified herein, capitalized terms used herein shall have the meanings assigned to such terms in the Base Agreement, either directly or by reference to other agreements.

(b) As used herein “Other Hertz Assets” means all right, title and interest of the Grantor in, to and under the following, whether now existing or hereafter acquired: (i) all monies on deposit from time to time in the Collateral Accounts constituting Proceeds from the disposition of or otherwise arising from, related to or in respect of Vehicles owned by the Grantor that are not GE Financed Vehicles, and all Proceeds thereof; and (ii) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing.

SECTION 1.2. Interpretation and Construction.  Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular, to the singular include the plural and to the part include the whole.  The words “hereof”, “herein”, “hereunder” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.  Unless otherwise stated in this Agreement, in the

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computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.  Sections and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect.  Section and subsection references are to this Agreement unless otherwise specified.  As used in this Agreement, the masculine, feminine or neuter gender shall each be deemed to include the others whenever the context so indicates.

ARTICLE II

COLLATERAL AGENT AS LIENHOLDER
FOR THE SECURED PARTY

SECTION 2.1. Security Interest.  (a) As security for the payment of the obligations from time to time owing by Hertz under the GE Loan Documents, the Grantor hereby grants, pledges and assigns to the Collateral Agent for the benefit of the Secured Party a security interest in all right, title and interest of Hertz in, to and under the following, whether now existing or hereafter acquired (the “Hertz Collateral”):

(i) the Collateral Accounts, all monies on deposit from time to time in the Collateral Accounts constituting Proceeds from the disposition of or otherwise arising from, related to or in respect of GE Financed Vehicles, and all Proceeds thereof; and

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

The Collateral Agent agrees that all of its right, title and interest in and to the Hertz Collateral shall be solely for the benefit of the Secured Party.

(b) The Secured Party hereby agrees that it shall be entitled to the benefits of this Agreement and, to the extent provided therein, the Base Agreement, only with respect to the Hertz Collateral.  The Secured Party hereby acknowledges that it shall have no interest in (i) any funds in a Collateral Account that are Proceeds of any HVF Vehicle or HGI Vehicle or that are Other Hertz Assets or (ii) any other portion of the HVF Vehicle Collateral or the HGI Vehicle Collateral or of the Other Hertz Assets, in each case regardless of the time, order, manner or nature of attachment or perfection of security interests in the GE Financed Vehicles, the HVF Vehicles or the HGI Vehicles (including the giving of or failure to give any purchase money security interest or other notice, or the order of filing financing statements), or any provision of the UCC, the Bankruptcy Code, or other applicable law.

(c) The Collateral Agent agrees that (i) with respect to the Hertz Collateral, it is acting hereunder and under the Base Agreement on behalf of the Secured Party and (ii) with respect to the Other Hertz Assets, it is acting hereunder and under the Base Agreement on behalf of the Grantor.

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ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 3.1. Representations and Warranties of the Grantor.  The Grantor represents and warrants to the Collateral Agent and the Secured Party as follows:

(a) The execution, delivery and performance by the Grantor of this Agreement (i) is within the Grantor’s corporate powers and has been duly authorized by all necessary corporate action, (ii) requires no action by or in respect of, or filing with, any Governmental Authority which has not been obtained and (iii) does not contravene, or constitute a default under, any Requirements of Law with respect to the Grantor or any Contractual Obligation with respect to the Grantor or result in the creation or imposition of any Lien on any property of the Grantor, except for Liens created by this Agreement.  This Agreement has been executed and delivered by a duly authorized officer of the Grantor.

(b) No consent, action by or in respect of, approval or other authorization of, or registration, declaration or filing with, any Governmental Authority or other Person is required for the valid execution and delivery by the Grantor of this Agreement or for the performance of any of the Grantor’s obligations hereunder other than such consents, approvals, authorizations, registrations, declarations or filings as shall have been obtained by the Grantor prior to the date hereof.

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

SECTION 3.2. Covenants of the Grantor.  The Grantor hereby agrees that:

(a) It shall take all action necessary to maintain and to perfect the Collateral Agent’s security interest on behalf of the Secured Party in the Hertz Collateral now in existence and hereafter acquired or created, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereunder.

(b) At any time and from time to time, upon the written request of the Collateral Agent, and at its sole expense, it will promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Collateral Agent may reasonably deem desirable in obtaining the full benefits of this Collateral Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC in effect in any jurisdiction with respect to the liens and security interests granted hereby.  It also hereby authorizes the Collateral Agent to file any such financing or continuation statement, at its

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expense, it being understood that the Collateral Agent shall have no obligation whatsoever to prepare or file such financing statements.  If any amount payable under or in connection with any of the Hertz Collateral shall be or become evidenced by any promissory note, chattel paper or other instrument, such note, chattel paper or instrument shall be deemed to be held in trust and promptly pledged to the Collateral Agent hereunder, and shall, subject to the rights of any Person in whose favor a prior Lien has been perfected, be duly endorsed in a manner satisfactory to the Collateral Agent and delivered to the Collateral Agent promptly.

(c) It shall warrant and defend the Collateral Agent’s right, title and interest in and to the Hertz Collateral and the Proceeds thereof, for the benefit of the Secured Party against the claims and demands of all Persons whomsoever.

ARTICLE IV

THE COLLATERAL AGENT

SECTION 4.1. Appointment.  (a) Each of the Secured Party and the Grantor, by its execution of this Agreement, appoints the Collateral Agent as its agent under and for purposes of this Agreement and the Base Agreement.  Each of the Secured Party and the Grantor authorizes the Collateral Agent to act on behalf of the Secured Party or the Grantor, as the case may be, under this Agreement and the Base Agreement and, in the absence of other written instructions from the Secured Party with respect to the Hertz Collateral or the Grantor with respect to the Other Hertz Assets as may be received from time to time by the Collateral Agent (with respect to which the Collateral Agent agrees that it will comply) to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Collateral Agent by the terms hereof or thereof and such powers as may be reasonably incidental thereto.  The Collateral Agent is hereby irrevocably appointed the true and lawful attorney-in-fact of the Secured Party, in its name and stead, for such purposes as are necessary or desirable to effectuate the provisions of this Agreement and the Base Agreement, including, without limitation, in exercising remedies upon or otherwise dealing with the Hertz Collateral.  Such power of attorney is irrevocable and coupled with an interest.

(b) If the Secured Party represents in writing to the Collateral Agent that it has the right to act with respect to the Hertz Collateral pursuant to the GE Loan Documents, the Collateral Agent may conclusively rely upon such representation and shall exercise any and all rights, remedies, powers and privileges available to the Secured Party with respect to the Hertz Collateral to the extent and in the manner directed by the Secured Party, at the expense of the Grantor and subject to the other provisions of this Agreement (including without limitation Section 4.4(d)), as permitted under the GE Loan Documents, including, without limitation, the institution of legal or administrative actions or proceedings.  Each of the Grantor and the Secured Party agrees that the Collateral Agent may exercise such rights, remedies, powers and privileges in lieu of the Secured Party in accordance with the provisions of the preceding sentence.

(c) At any time after the occurrence and during the continuance of an Event of Default, if the Collateral Agent shall default in its obligation to exercise the rights, remedies,

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powers or privileges of the Secured Party with respect to the Hertz Collateral in accordance with the direction of the Secured Party (including any rights under Section 4.1(b)), the Collateral Agent shall, upon the written request of the Secured Party, assign to the Secured Party the Collateral Agent’s security interest in the Hertz Collateral and shall, at the Collateral Agent’s expense, execute those instruments and documents necessary to effectuate such assignment.

SECTION 4.2. Representations.  The Collateral Agent hereby represents and warrants that (i) it is an Illinois trust company, duly organized, validly existing and in good standing under the laws of the State of Illinois and it has all requisite power and authority to enter into and perform its obligations under this Agreement and (ii) the execution, delivery and performance by it of this Agreement have been duly authorized by all necessary corporate action on its part, and this Agreement is the legal, valid and binding obligation of the Collateral Agent, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting creditors’ rights generally and by the application of equitable principles.

SECTION 4.3. Exculpatory Provisions.  The Collateral Agent makes no representations as to the value or condition of the Hertz Collateral or any part thereof, as to the title of the Grantor thereto, as to the protection afforded by this Agreement or the Base Agreement, as to any statements, representations or warranties made by any Person (other than itself) in or in connection with this Agreement, the Base Agreement or any GE Loan Document, as to the validity, execution (except its own execution), enforceability (except enforceability against itself), priority, perfection, legality or sufficiency of this Agreement, the Base Agreement or any GE Loan Document or any documents or instruments referred to herein or therein, or the sufficiency or effectiveness or perfection or priority of any Lien on any collateral described in this Agreement, or as to the validity or collectibility of any obligation contemplated by this Agreement or the Base Agreement, and the Collateral Agent shall incur no liability or responsibility in respect of any such matters.  The Collateral Agent shall not be responsible for insuring the Hertz Collateral or for the payment of taxes, charges, assessments or Liens upon the Hertz Collateral or for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or otherwise perfecting or maintaining the perfection of its security interest in the Hertz Collateral purported to be granted hereby or otherwise as to the maintenance of the Hertz Collateral.

SECTION 4.4. Limitations on Duties of the Collateral Agent.  (a) The Collateral Agent undertakes to perform only the duties expressly set forth herein and in the Base Agreement and no implied duties shall be read into this Agreement or the Base Agreement.  Nothing herein shall be deemed to constitute the Collateral Agent a trustee or fiduciary for the Secured Party.

(b) The Collateral Agent may exercise the rights and powers granted to it by this Agreement and the Base Agreement, together with such powers as are reasonably incidental thereto, but only pursuant to the terms of this Agreement and the Base Agreement.

(c) The Collateral Agent’s duty of care shall be solely to deal with the Hertz Collateral as it would deal with property of its own, and the Collateral Agent shall not be liable for any error of judgment made in good faith by an officer thereof, or for any action taken or

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omitted to be taken by it in accordance with this Agreement or the Base Agreement, except to the extent caused by the gross negligence or willful misconduct of the Collateral Agent.

(d) Except as required by the specific terms of this Agreement or the Base Agreement, the Collateral Agent shall not be required to exercise any discretion and shall have no duty to exercise or to refrain from exercising any right, power, remedy or privilege granted to it hereby or by the Base Agreement, or to take any affirmative action or refrain from taking any affirmative action hereunder or thereunder, unless directed to do so by the Secured Party or, as provided in the Base Agreement, the Servicer (and shall be fully protected in acting or refraining from acting pursuant to or in accordance with such directions, which shall be binding on the Secured Party).  Notwithstanding anything herein to the contrary, the Collateral Agent shall not be required to take any action (a) that in its reasonable opinion is or may be contrary to law or to the terms of this Agreement, the Base Agreement, any GE Loan Document or any other agreement or instrument relating to the Hertz Collateral, or (b) which might or would in its reasonable opinion subject it or any of its directors, officers, employees or agents to personal or financial liability unless it is indemnified hereunder or under the Base Agreement to its satisfaction (and if any indemnity should become, in the reasonable determination of the Collateral Agent, inadequate, the Collateral Agent may call for additional indemnity and cease to act until such additional indemnity is given).

(e) The Collateral Agent may, in its sole discretion, retain counsel, independent accountants and other experts selected by it and may act in reliance upon the advice of such counsel, independent accountants and other experts concerning all matters pertaining to the agencies hereby and by the Base Agreement created and its duties hereunder and thereunder, and shall be held harmless and shall not be liable for any action taken or omitted to be taken by it in good faith in reliance upon or in accordance with the statements and advice of such counsel (or counsel to the Grantor), accountants and other experts.

(f) In the event that the Collateral Agent receives conflicting instructions delivered in accordance with this Agreement or the Base Agreement, the Collateral Agent shall have the right to seek instructions concerning its duties and actions under this Agreement or the Base Agreement from any court of competent jurisdiction.  If the Collateral Agent receives unclear or conflicting instructions, it shall be entitled to refrain from taking action until clear or non-conflicting instructions are received, but shall inform the instructing party or parties promptly of its decision to refrain from taking such action.  Without limiting the foregoing, in the event that there is any disagreement between the parties hereto resulting in adverse claims and demands being made in connection with the Hertz Collateral, or in the event that the Collateral Agent in good faith is in doubt as to what action it should take hereunder or under the Base Agreement, the Collateral Agent shall be entitled to retain the Hertz Collateral until the Collateral Agent shall have received (i) a final order of a court of competent jurisdiction directing delivery of the Hertz Collateral or (ii) a written agreement executed by the other parties hereto directing delivery of the Hertz Collateral in which event the Collateral Agent shall disburse the Hertz Collateral in accordance with such order or agreement.  Upon request of the Collateral Agent, any such court order shall be accompanied by a legal opinion by counsel for the presenting party satisfactory to the Collateral Agent to the effect that such order is final.

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(g) The Collateral Agent shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement, the Base Agreement, any GE Loan Document or any other agreements or instruments relating to the Hertz Collateral on the part of any party hereto or thereto or to inspect any books and records relating to the Hertz Collateral other than as it determines necessary in the fulfillment of its own obligations hereunder.

(h) The Collateral Agent shall be entitled to rely on any communication, certificate, instrument, opinion, report, notice, paper or other document reasonably believed by it to be genuine and correct and to have been signed, given or sent by the proper Person or Persons.  The Collateral Agent shall be entitled to assume that a Collateral Account, and any funds on deposit in or to the credit of a Collateral Account, are not subject to any writ, order, judgment, warrant of attachment, execution or similar process (collectively, a “writ”), unless (i) the Collateral Agent has actual knowledge thereof or (ii) the Collateral Agent has received written notice from the Grantor or the Secured Party that such writ has been issued and, in each case, continues to be in effect, which notice specifies the nature thereof.

(i) The Collateral Agent, in its individual capacity, may accept deposits from, lend money to and generally engage in any kind of business with the Servicer, the Grantor, any Manufacturer and their respective Affiliates as if it were not the agent of the Secured Party.

(j) The Collateral Agent may act through agents, custodians and nominees and shall not be liable for any negligent act on the part of, or for the supervision of, any such agent, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.  The appointment of agents, custodians and nominees (other than legal counsel) pursuant to this subsection (j) shall be subject to the prior written consent of the Grantor and the Secured Party, which consent shall not be unreasonably withheld, and any consents required under the Base Agreement.  The possession of the Hertz Collateral by such agents, custodians or nominees shall be deemed to be the possession by the Collateral Agent.  No provision of this Agreement or the Base Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial or other liability in the performance of any duties hereunder or under the Base Agreement or in the exercise of any rights and powers hereunder or thereunder unless the Collateral Agent is provided with an indemnity from the Secured Party or other Persons, satisfactory to the Collateral Agent in its sole discretion.

SECTION 4.5. Resignation and Removal of the Collateral Agent.  (a)  If the Collateral Agent resigns or is removed as “collateral agent” under the Base Agreement, the Collateral Agent shall concurrently therewith resign as Collateral Agent hereunder.  Any removed Collateral Agent shall be entitled to its reasonable fees and expenses to the date the successor Collateral Agent assumes the Collateral Agent’s duties hereunder.  The indemnification of Section 4.9 shall survive the termination of the other provisions of this Agreement as to the predecessor Collateral Agent.  Any successor “collateral agent” under the Base Agreement shall also be designated as Collateral Agent hereunder.

(b) The designation referred to in Section 4.5(a) shall, after any required filing, be full evidence of the right and authority to make the same, and this Agreement shall vest in such successor Collateral Agent, without any further act, deed or conveyance, all of the estate and title

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of its predecessors and upon such filing for record the successor Collateral Agent shall become fully vested with all the estates, properties, rights, powers, duties, authority and title of its predecessors; but any predecessor Collateral Agent shall nevertheless, on the written request of the Secured Party, the Servicer, the Grantor or any successor Collateral Agent empowered to act as such at the time any such request is made, execute and deliver an instrument without recourse or representation transferring to such successor all the estates, properties, rights, powers, duties, authority and title of such predecessor hereunder and shall deliver all securities and moneys held by it to such successor Collateral Agent.  Upon the appointment of a successor Collateral Agent hereunder, the predecessor Collateral Agent shall be discharged of and from any and all further obligations arising in connection with this Agreement.

SECTION 4.6. Merger of the Collateral Agent.  Any corporation into which the Collateral Agent may be merged, or with which it may be converted or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party shall be the Collateral Agent under this Agreement without the execution or filing of any paper or any further act on the part of the parties hereto.

SECTION 4.7. Compensation and Expenses.  The Grantor shall pay to the Collateral Agent, from time to time (i) compensation for its services hereunder for administering the Hertz Collateral and the Other Hertz Assets as the Collateral Agent and the Grantor shall from time to time agree in writing, and (ii) all reasonable out-of-pocket costs and expenses of the Collateral Agent (including reasonable fees and expenses of counsel) (A) arising in connection with the preparation, execution, delivery, or modification of this Agreement and/or the enforcement of any of the provisions hereof or (B) incurred in connection with the administration of the Hertz Collateral, the sale or other disposition of the Hertz Collateral or the Other Hertz Assets and/or the preservation, protection or defense of the Collateral Agent’s rights under this Agreement and in and to the Hertz Collateral or the Other Hertz Assets.

SECTION 4.8. Stamp, Other Similar Taxes and Filing Fees.  The Grantor shall indemnify and hold harmless the Collateral Agent from any present or future claim for liability for any stamp or other similar tax and any penalties or interest with respect thereto, that may be assessed, levied or collected by any jurisdiction in connection with this Agreement or any Hertz Collateral.  The Grantor shall pay, or reimburse the Collateral Agent for, any and all amounts in respect of, all search, filing, recording and registration fees, taxes, excise taxes and other similar imposts payable in respect of the execution, delivery, performance and/or enforcement of this Agreement.

SECTION 4.9. Indemnification.  The Grantor shall pay, and indemnify and hold the Collateral Agent and each of the officers, employees, directors and agents thereof harmless from and against, any and all liabilities (including liabilities for penalties and liabilities arising or resulting from actions or suits), obligations, losses, judgments, demands, damages, claims, costs or expenses of any kind or nature whatsoever that may at any time be imposed on, incurred by, or asserted against, the Collateral Agent or any such officers, employees, directors or agents in any way relating to or arising out of the Hertz Collateral and the execution, delivery, amendment, enforcement, performance and/or administration of this Agreement (and any agreements related thereto, including the Base Agreement), including reasonable fees and expenses of counsel and other experts, and the Grantor shall reimburse the Secured Party for any payments made by the

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Secured Party to the Collateral Agent or any such officers, employees, directors or agents for any of the foregoing; provided, however, that the Grantor shall not be liable for the payment of any portion of such liabilities (including liabilities for penalties and liabilities arising or resulting from actions or suits), obligations, losses, judgments, demands, damages, claims, costs or expenses of the Collateral Agent or any such officers, employees, directors or agents which are determined by a court of competent jurisdiction in a final proceeding to have resulted from the gross negligence or willful misconduct of the Collateral Agent or any such agent.

The Secured Party agrees to indemnify and hold the Collateral Agent and each of its officers, employees, directors and agents harmless to the same extent as the Grantor in accordance with the foregoing paragraph but only to the extent that the Collateral Agent has not been paid by the Grantor pursuant to such paragraph or pursuant to the Base Agreement.

SECTION 4.10. Waiver of Set-Off by the Collateral Agent.  The Collateral Agent hereby expressly waives any and all rights of setoff, abatement, diminution or deduction that it may otherwise at any time have under applicable law with respect to the Hertz Collateral, provided, however, that this waiver shall not apply to obligations, if any, owed to the Collateral Agent as an agent for the Secured Party; and agrees that all Hertz Collateral shall at all times be held and applied in accordance with the provisions hereof.

ARTICLE V

MISCELLANEOUS

SECTION 5.1. Amendments, Supplements and Waivers.  This Agreement may be amended, waived, terminated, supplemented or otherwise modified pursuant to a writing executed by the Collateral Agent, the Secured Party and the Grantor.  The initial effectiveness of any amendment or other modification to this Agreement shall be subject to the satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.

SECTION 5.2. Notices.  All notices, amendments, waivers, consents and other communications provided to any party hereto under this Agreement shall be in writing and addressed, delivered or transmitted to such party at its address or facsimile number set forth on the signature pages hereof or at such other address or facsimile number as may be designated by such party in a notice to the other parties.  Any notice, if mailed by certified or registered mail and properly addressed with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when transmitted upon receipt of electronic confirmation of such, and shall be addressed at the address specified for such party on the signature pages hereto.

SECTION 5.3. Headings.  Section, subsection and other headings used in this Agreement are for convenience only and shall not affect the construction of this Agreement.

SECTION 5.4. Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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SECTION 5.5. Counterparts.  This Agreement may be executed in separate counterparts and by the different parties on different counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

SECTION 5.6. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.  The parties hereto may not assign either this Agreement or any of their respective rights, interests or obligations hereunder.  Nothing herein is intended or shall be construed to give any other Person any right, remedy or claim under, to or in respect of this Agreement or the Hertz Collateral.

SECTION 5.7. Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

SECTION 5.8. Effectiveness.  This Agreement shall become effective on the execution and delivery hereof and shall remain in effect until the Secured Party shall not have any claim on the Hertz Collateral.

SECTION 5.9. Termination of this Agreement.  At any time that no amounts are then owing to the Secured Party under the GE Loan Documents, no commitments to lend exist under the GE Loan Documents and the GE Loan Documents shall have been terminated, the Secured Party shall, upon the request of the Grantor, terminate this Agreement upon notice to the Collateral Agent (with a copy thereof to the Grantor), and the Collateral Agent shall, following receipt of such notice from the Secured Party, take all actions thereafter reasonably requested by the Grantor or the Secured Party, at the Grantor’s expense, to evidence the termination of this Agreement and the Collateral Agent’s interest in the Hertz Collateral, including, without limitation, execute such documents and instruments as the Grantor or the Secured Party may reasonably request in connection with such reassignment; provided, however, that Sections 4.3, 4.4(a) and (c) through (h), 4.7, and the indemnification set forth in Sections 4.8 and 4.9 shall survive the termination of this Agreement.

SECTION 5.10. No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Collateral Agent or the Secured Party, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

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SECTION 5.11. Submission To Jurisdiction; Waivers.  Each of the Grantor, the Collateral Agent and the Secured Party hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, County of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 5.2 or (i) in the case of the Grantor and the Secured Party, at such other address of which the Collateral Agent shall have been notified pursuant thereto and (ii) in the case of the Collateral Agent, at such other address of which the Collateral Agent shall have notified the Grantor and the Secured Party;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.

SECTION 5.12. Waiver of Jury Trial.  THE COLLATERAL AGENT, THE GRANTOR AND THE SECURED PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 5.13. No Recourse.  The obligations of the Grantor under this Agreement are solely the obligations of the Grantor.  No recourse shall be had for the payment of any amount owing in respect of any fee hereunder or any other obligation or claim arising out of or based upon this Agreement against any employee, officer or director of the Grantor.

[Signature pages follow]

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IN WITNESS WHEREOF, each party hereto has executed this Agreement or caused this Agreement to be duly executed by its officer thereunto duly authorized as of the day and year first above written.

THE HERTZ CORPORATION,
as Grantor
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Treasurer
Address:		225 Brae Boulevard
		Park Ridge, NJ 07656
Attention:		Treasury Department
Telephone:		(201) 307-2000
Facsimile:		(201) 307-2746

GELCO CORPORATION d/b/a GE FLEET SERVICES,
as Secured Party
	By:	/s/ Vivek Kaushal
	Name: Vivek Kaushal
	Title: Chief Risk Officer
Address:			c/o GE Corporate Financial Services
			201 Merritt 7
			Norwalk, CT 06856-5201
Attention:			Operations Site Leader-2nd Floor
Telephone:			203-956-4146
Facsimile:			203-229-5788

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BNY MIDWEST TRUST COMPANY,
not in its individual capacity but solely as
Collateral Agent
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Vice President
Address:		2 North LaSalle Street, Suite 1020
		Chicago, IL 60602
Attention:		Corporate Trust Administration —
		Structured Finance
Telephone:		(312) 827-8569
Facsimile:		(312) 827-8562

ACKNOWLEDGED:

HERTZ VEHICLE FINANCING LLC,

By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
HERTZ GENERAL INTEREST LLC,
By:	/s/ Elyse Douglas
	Name: Elyse Douglas
	Title: Vice President & Treasurer
BNY MIDWEST TRUST COMPANY,
not in its individual capacity, but solely as
Trustee for Holders of HVF Notes
By:	/s/ Marian Onischak
	Name: Marian Onischak
	Title: Vice President

13

EX-4.10

Exhibit 4.10

HERTZ GLOBAL HOLDINGS, INC.


AMENDED AND RESTATED
STOCKHOLDERS AGREEMENT



Dated as of November 20, 2006

		Page
ARTICLE I	[RESERVED]	1
ARTICLE II	GOVERNANCE AND MANAGEMENT OF THE COMPANY	1
2.1	Board of Directors/Committees.	1
2.2	Director Fees and Expenses.	5
2.3	Approvals.	5
2.4	Certain Actions/Voting Proxy.	5
2.5	Chief Executive Officer/Management	6
2.6	Termination of Rights	7
2.7	Non-Competition	8
2.8	Information/Access.	9
ARTICLE III	TRANSFERS/CERTAIN COVENANTS	11
3.1	Transfer Restrictions.	11
3.2	[Reserved]	12
3.3	Tag-Along Rights.	13
3.4	Drag Along Right.	15
3.5	[Reserved].	17
3.6	Legend.	17
ARTICLE IV	[RESERVED]	18
ARTICLE V	DEFINITIONS	18
5.1	Certain Definitions.	18
5.2	Terms Generally	25
ARTICLE VI	MISCELLANEOUS	26
6.1	Termination	26
6.2	Publicity.	26
6.3	Confidentiality	26
6.4	Compliance.	27
6.5	Restrictions on Other Agreements; Conflicts.	27
6.6	Further Assurances	27
6.7	No Recourse; No Stockholder Duties.	28
6.8	Amendment; Waivers, etc	28
6.9	Assignment	29
6.10	Binding Effect	29
6.11	No Third Party Beneficiaries	29
6.12	Notices	29
6.13	Severability	31
6.14	Headings	31
6.15	Entire Agreement	31
6.16	Governing Law	31

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6.17	Consent to Jurisdiction	32
6.18	Waiver of Jury Trial	32
6.19	Enforcement	32
6.20	Certain Relationships	32
6.21	Counterparts; Facsimile Signatures	33

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AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of November 20, 2006, among (i) HERTZ GLOBAL HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) each Stockholder listed in the signature pages hereof, and (iii) any other Stockholder that may become a party to this Agreement after the date and pursuant to the terms hereof.  Capitalized terms used herein without definition shall have the meanings set forth in Section 5.1.

W I T N E S S E T H:

WHEREAS, on December 21, 2005, the Company acquired from Ford Holdings LLC, indirectly, all of the outstanding shares of capital stock of The Hertz Corporation (“Hertz”);

WHEREAS, in connection with the acquisition of Hertz, the Company entered into a Stockholders Agreement, dated as of December 21, 2005, with its stockholders as of that date (the “Original Agreement”);

WHEREAS, the Company is proposing to consummate an IPO; and

WHEREAS the Stockholders and the Company desire to amend and restate the Original Agreement as provided herein to set forth their respective rights and obligations following the IPO.

NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto hereby agree as follows:

ARTICLE I
[RESERVED]

ARTICLE II
GOVERNANCE AND MANAGEMENT OF THE COMPANY

2.1Board of Directors/Committees.

(a)Board Nominees.

(i)Prior to a Controlled Company Event.  Subject to Section 2.6, and prior to a Controlled Company Event, the Stockholders and the Company shall take all Necessary Action to cause the board of directors of the Company (the “Board”) to be comprised of up to fifteen directors:

(A)three of whom shall be designated by CD&R (such persons, the “CD&R Nominees”);

(B)one of whom shall be designated by Carlyle and one of whom shall be designated by CEP II U.S. Investment, L.P. (such persons, the “Carlyle Nominees”);

(C)two of whom shall be designated by Merrill (such persons, the “Merrill Nominees”, and collectively with the CD&R Nominees and the Carlyle Nominees, the “Investor Nominees”);

(D)three of whom shall be Independent Directors, with each Principal Investor having the right to designate one such Independent Director and each such Independent Director being subject to Unanimous Investor Approval;

(E)unless otherwise agreed by Majority Approval, one of whom shall be the Chief Executive Officer (the identity of which shall be subject to Section 2.5) (the “CEO Nominee”), it being understood and agreed that such approval is hereby given for Mr. Mark Frissora to be a member of the Board while he is the Chief Executive Officer of the Company;

(F)unless otherwise agreed by Majority Approval, one of whom shall be Mr. Craig Koch, until such time as Mr. Mark Frissora succeeds Mr. Craig Koch as Chairman of the Board; and

(G)up to three of whom shall be additional Independent Directors designated by Unanimous Investor Approval.

(ii)Following a Controlled Company Event.  If, following a Controlled Company Event and after giving effect to Section 2.6, the membership of the Board as designated in accordance with Section 2.1(a)(i) would not comply with the requirements of Applicable Law (after giving effect to applicable transition periods, if any), (A) the number of CD&R Nominees, Carlyle Nominees and Merrill Nominees shall each be reduced by one (but in no event reduced to less than one except as provided in Section 2.6), (B) each Principal Investor shall cause one of its Investor Nominees to resign, and (C) the directors remaining in office shall elect Independent Directors to fill each of the vacancies created by such resignations.  If, after giving effect to the foregoing, the membership of the Board would still not comply with the requirements of Applicable Law (after giving effect to applicable transition periods, if any), the Company and the Stockholders will take all Necessary Action to cause the Company to comply with Applicable Law with respect to the composition of the Board (which may include the election of additional Independent Directors as members of the Board and Committees, either as a result of an increase in the membership of the Board or the pro rata reduction in the number of Investor Nominees and their resignation from the Board or Committees, or both).

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(b)Chairman of the Board.  The Chairman of the Board shall be one of the CD&R Nominees, as selected by the CD&R Nominees, provided that if CD&R approves of the appointment of the CEO Nominee as the Chairman of the Board, (i) such CEO Nominee, rather than a CD&R Nominee, shall serve as Chairman of the Board, and (ii) during the term of the CEO Nominee’s service as Chairman of the Board, one of the CD&R Nominees, as selected by the CD&R Nominees, shall serve as lead director responsible for chairing meetings (or portions thereof) of the Board during which no management employees of the Company are present.

(c)Classified Board.  The certificate of incorporation and the by-laws of the Company shall provide that the directors of the Company, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, shall be classified with respect to the time for which they severally hold office into three classes, as nearly equal in number as possible.  One class’s (“Class I”) term will expire at the first annual meeting of the stockholders following the date hereof, another class’s (“Class II”) term will expire at the second annual meeting of the stockholders following the date hereof and another class’s (“Class III”) term will expire at the third annual meeting of stockholders following the date hereof; provided that the term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal.  Thereafter, at each annual meeting of stockholders of the Corporation, subject to any rights of the holders of shares of any class or series of preferred stock of the Company, the successors of the directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.  The Investor Nominees shall be allocated among the three classes of the Board as follows:  (i) one CD&R Nominee shall be allocated to each of Class I, Class II and Class III; and (ii) one Carlyle Nominee and one Merrill Nominee shall be allocated to each of Class I and Class III; provided that if the number of Investor Nominees is reduced pursuant to Section 2.1(a)(ii) or Section 2.6, upon the resignation of an affected Investor Nominee from a class of the Board, the right to designate successor Investor Nominees to such class shall expire.

(d)Committees.  The by-laws of the Company shall provide for an executive and governance committee, a compensation committee, an audit committee and such other committees as the Board may determine (collectively, the “Committees”); provided that, following a Control Company Event, the executive and governance committee shall be renamed the executive committee and the Committees shall include a nominating and governance committee.  Subject to Section 2.6, the executive and governance committee shall consist of the Chairman of the Board, a CD&R Nominee (if the CD&R Nominee is not the Chairman of the Board), a Carlyle Nominee, a Merrill Nominee and, if the Chief Executive Officer is not the Chairman of the Board and is a member of the Board, the Chief Executive Officer.  The CD&R Nominee that is a member of the executive and governance committee shall serve as its chairman.  Each Committee shall consist of at

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least three directors and, subject to Section 2.6, each Principal Investor shall have the right to designate one member thereof from among the Investor Nominees and Independent Directors; provided that (i) the membership of each Committee shall meet the requirements of Applicable Law (after giving effect to applicable transition periods, if any), and (ii) each Committee shall have such additional members as the Board may determine, which determination, if made after a Controlled Company Event, shall be made on the recommendation of the nominating and governance committee.  Each Committee shall have such powers and responsibilities as the Board may from time to time authorize.

(e)Removal and Replacement of Directors.  If a vacancy is created on the Board or a Committee as a result of the death, disability, retirement, resignation or removal of any Investor Nominee, then the Stockholder that designated such Investor Nominee shall have the right to designate such person’s replacement, subject to the final sentence of Section 2.1(c).

(f)Board Observers.  If and for so long as any Stockholder that is a Principal Investor or is otherwise a member of a Principal Investor Group is, together with the other members of its Principal Investor Group and such Principal Investor Group’s Permitted Transferees, the holder of an aggregate amount of Shares that have an aggregate Fair Market Value in excess of $50 million, each such Stockholder shall be entitled to appoint one person as an observer (a “Board Observer”) to the Board.  Any Board Observer shall be entitled to attend meetings of such Board and to receive all information provided to the members of such Board (including without limitation, minutes of previous meetings of such Board); provided, that the Company reserves the right to withhold any information and to exclude such Board Observer from any meeting or portion thereof if access to such information or attendance at such meeting would adversely affect the attorney-client privilege between the Company and its counsel or result in a conflict of interest, or if such Stockholder or its Board Observer is affiliated in any manner with a Competitor.  For the avoidance of doubt, no Board Observer shall have voting rights or fiduciary obligations to the Company or the Stockholders but each shall be bound by the same confidentiality obligations as the members of the applicable Board.  The Company, the Principal Investors and any Permitted Transferees thereof agree to take commercially reasonable efforts, either directly through the Company or indirectly through one of its Subsidiaries (as applicable), to cause Hertz to permit each Stockholder who has the right to designate a director to the Board pursuant to Section 2.1(a) or appoint a Board Observer pursuant to this Section 2.1(f) to appoint one person as an observer to the board of directors of Hertz.

(g)Information Sharing.  Each Stockholders acknowledges and agrees that the Investor Nominees may share confidential, non-public information about the Company and its Subsidiaries with the Principal Investors and their Representatives, subject to the confidentiality restrictions set forth in Section 6.3.

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2.2Director Fees and Expenses.

(a)Fees.  The Company shall pay to the directors such fees as may be determined by the Board, subject to Majority Approval.  No director who is also an employee of the Company or any Company Subsidiary shall be paid any fee for serving as a director or member of any Committee.

(b)Expenses.  The Company will cause each non-employee director serving on the Board, any Committees or any Company Subsidiary board to be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him or her in connection with such service, including reasonable travel, lodging and meal expenses.

2.3Approvals.

(a)General.  Except as required by Applicable Law, all actions requiring the approval of the Board shall be approved by a majority of the directors present at any duly convened Board meeting or by unanimous written consent of the directors without a meeting, in each case in accordance with the provisions of the Delaware General Corporation Law and the by-laws of the Company.

(b)Quorum/Notice.  A quorum for meetings of the Board shall consist of a majority of the total authorized membership of the Board; provided that, prior to a Controlled Company Event, such majority includes at least one Investor Nominee of each of the Principal Investors entitled to designate an Investor Nominee.  If a quorum is not achieved at any duly called meeting, such meeting may be postponed to a time no earlier than 48 hours after written notice of such postponement has been given to the directors, and, at any such postponed meeting, a quorum shall consist of a majority of the total authorized membership of the Board; provided that, prior to a Controlled Company Event, such majority must include at least one Investor Nominee of at least two Principal Investors.  Meetings of the Board may be called by the Chairman of the Board or by any other director at any time; provided that at least 48 hours’ written notice of such meeting has been provided to the directors or notice thereof has been waived by each director.

2.4Certain Actions/Voting Proxy.

(a)Each Stockholder shall take all Necessary Action to cause the election, removal and replacement of directors, members of Committees and the Chief Executive Officer in the manner contemplated in, and otherwise give the fullest effect possible to, the provisions of Sections 2.1 and, subject to Section 2.5(b), 2.5(a) (including supporting the nomination and designation of such officers and directors as are set forth in Sections 2.1 and 2.5 and the recommendation of such directors by the nominating and governance committee to the Board for inclusion in the slate of nominees recommended by the Board to the stockholders of the Company for election as directors).

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(b)Each Stockholder, in connection with any vote or action by written consent of the stockholders of the Company relating to any matter (including with respect to election of directors, any Transfer of Equity Securities or amendment of the Company’s certificate of incorporation) requiring consent as specified in Section 3.1 or any other provision of this Agreement, shall vote all of its Voting Securities:  (i) against (and not act by written consent to approve) such matter if such matter has not received such required consent, (ii) for (or act by written consent to approve) any matter that has received such required consent and which has been submitted to the stockholders of the Company for approval, and (iii) otherwise take or cause to be taken, all other reasonable actions, at the expense of the Company, required, to the extent permitted by Applicable Law, to prevent the taking of any action by the Company that has not received such required consent, or to approve the taking of any such action that has received such required consent.

(c)Each Stockholder (other than the Committing Investors) (i) that is a Permitted Transferee, an Affiliate Co-investor or a Co-investment Vehicle hereby irrevocably grants to and appoints the Principal Investor which is an Affiliate of such Stockholder and (ii) that is not a Person described in clause (i) hereby irrevocably grants to and appoints the Principal Investors collectively (to act by unanimous consent) such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or act by written consent with respect to such Stockholder’s Voting Securities, and to grant a consent, proxy or approval in respect of such Voting Securities, in the event that such Stockholder fails at any time to vote or act by written consent with respect to any of its Voting Securities in the manner agreed by such Stockholder in this Agreement, in each case in accordance with such Stockholder’s agreements contained in this Section 2.4 and any other provision of this Agreement.  Each Stockholder (other than the Principal Investors) hereby affirms that the irrevocable proxy set forth in this Section 2.4(c) will be valid for the term of this Agreement and is given to secure the performance of the obligations of such Stockholder under this Agreement.  Each such Stockholder hereby further affirms that each proxy hereby granted shall be irrevocable and shall be deemed coupled with an interest and shall extend for the term of this Agreement, or, if earlier, until the last date permitted by Applicable Law.  For the avoidance of doubt, except as expressly contemplated by this Section 2.4, none of the Stockholders has granted a proxy to any Person to exercise the rights of any such Stockholder under this Agreement.

2.5Chief Executive Officer/Management.  (a)  In each case, subject to Section 2.5(b), (i) the Chief Executive Officer shall be appointed by the Board, subject to Majority Approval and the approval of CD&R, (ii) the Chief Executive Officer may be removed with or without cause by either (x) the Board with Majority Approval or (y) CD&R, upon 72 hours’ written notice to the Principal Investors, after consultation with the Board, (iii) upon the removal of the Chief Executive Officer, a CD&R Nominee shall lead the search for a new Chief Executive Officer, which search shall be commenced

6

within six months of such removal, and shall consult with the Board throughout such process and (iv) during any period in which there is no Chief Executive Officer duly appointed in accordance with this Section 2.5, a CD&R Nominee serving as Chairman of the Board may assume the role of Chief Executive Officer until such time as a Chief Executive Officer is so appointed; provided in such event, until such appointment, there shall be no CEO Nominee on the Board.

(b)Following a Controlled Company Event, (i) each Principal Investor shall cause each of its Investor Nominees to take or omit to take action consistent with giving effect to the provisions of Section 2.5(a), subject to compliance with such Investor Nominee’s fiduciary duties as a director of the Company and under other Applicable Law, as such compliance is determined in the good faith judgment of such Investor Nominee, and (ii) neither the Company nor any other Stockholder shall be obligated to take or omit to take any other action (including any other Necessary Action) to give effect to the provisions of Section 2.5(a), and no Stockholder shall have any liability or obligation as a result of any of its Investor Nominees’ exercise of its judgment in good faith as provided in clause (i).

2.6Termination of Rights.  Notwithstanding Section 2.1(a) or Section 2.5, if, at any time, any Principal Investor, together with members of its Principal Investor Group and its other Qualified Co-investment Transferees, shall cease to own a number of Shares equal to at least:

(i)50% of the Shares owned by such Principal Investor and members of its Principal Investor Group and its other Qualified Co-investment Transferees on the Closing Date (its “Original Shares”), except as otherwise requested by a majority of the Investor Nominees of the other Principal Investors, (A) the number of directors such Principal Investor shall have the right to nominate pursuant to Section 2.1(a) shall be reduced by one, (B) such Principal Investor shall cause one of its Investor Nominees to resign, and (C) except as otherwise provided in Section 2.1(a)(ii),the directors remaining in office shall decrease the size of the Board to eliminate such vacancy; and

(ii)25% of its Original Shares, (A) such Principal Investor shall cease to have the right to designate any directors pursuant to Sections 2.1(a) and 2.1(b) (including, in the case of CD&R, the right to designate the Chairman of the Board) or any right to designate members of Committees pursuant to Section 2.1(d) (including, in the case of CD&R, the right to designate the chair of the executive and governance committee), (B) the consent of such Principal Investor or its Investor Nominees shall no longer be required (if applicable) to authorize, effect or validate the matters specified in Section 2.5, (C) such Principal Investor shall cause its Investor Nominees and Committee designees to resign, and (D) except as otherwise consented to by the other Principal Investors entitled to designate a director, and except as otherwise provided in Section

7

2.1(a)(ii), the directors remaining in office shall decrease the size of the Board to eliminate such vacancy.

2.7Non-Competition.  For so long as a Principal Investor or any member of its Principal Investor Group (x) has the right to designate a director pursuant to Section 2.1(a), (y) actually designates a board observer as permitted pursuant to Section 2.1(f) or (z) elects to continue to receive any Information from the Company or its Subsidiaries pursuant to Section 2.8, such Principal Investor, its Affiliates, its Affiliate Co-investors and its Co-investment Vehicles shall not directly or indirectly through one or more Affiliates own, manage, operate, control or participate in the ownership, management, operation or control of any Competitor; provided that nothing in this Section 2.7 shall prohibit any Principal Investor, its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles from acquiring or owning, directly or indirectly:

(a)up to 5% of the aggregate voting securities of any Competitor (i) that is a publicly traded Person or (ii) that is not a publicly traded Person; provided that neither the Principal Investor, nor any of its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles, directly or indirectly through one or more Affiliates, designates a member of the board of directors (or similar body) of such Competitor or its Affiliates or is granted any other governance rights with respect to such Competitor or its Affiliates (other than customary governance rights granted in connection with the ownership of debt securities);

(b)any non-convertible debt securities of any Competitor;

(c)any securities of any Competitor as defined in clause (b) of the definition of Competitor, so long as such Person’s rental activities are limited in all material respects to equipment manufactured or assembled by such Person or its Affiliates;

(d)any securities of any Competitor, so long as (i) such Person’s annual revenue derived from rental operations that qualify such Person as a Competitor are limited to no more than 25% of total annual revenue of such Person on a consolidated basis and (ii) such rental operations of such Person are divested within 12 months of being acquired; or

(e)any securities of any Person that is a Competitor, substantially all of whose operations are conducted outside of North America and Europe; provided that prior to any Principal Investor or its Controlled Affiliates, Affiliate Co-investors or Co-investment Vehicles acquiring or owning such securities, such potential purchaser shall have given written notice to the Company, in reasonable detail, of the opportunity to acquire such securities and of such potential purchaser’s good faith interest in pursuing the opportunity, and the Company shall not have, within 10 Business Days of receipt of such notice, notified such potential purchaser of its good faith interest in pursuing such opportunity on behalf of itself or one or more of the Company’s Subsidiaries.  If such a

8

notice of interest has been timely delivered, the Board shall give written notice to the potential purchaser if the Company subsequently determines not to continue to pursue such opportunity, in which case the foregoing proviso shall cease to apply with respect to such opportunity.

Nothing in this Section 2.7 shall prohibit Merrill Lynch Global Partners, Inc. (“MLGP”) or its Affiliates from engaging in trading, asset management (including proprietary trading and hedge fund and similar activities), financial advisory, lending or other applicable financial services activities in its ordinary course of business so long as no confidential information relating to the Company, any of the Company’s Subsidiaries or the acquisition of Hertz is used in the course of such activity.

2.8Information/Access.

(a)Information.  The Company shall provide each Stockholder or its designated representative with:

(i)as soon as available, and in any event within 45 days after the end of each fiscal quarter of the Company for the first three fiscal quarters of a fiscal year, the consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter and the consolidated statements of income, cash flows and changes in stockholders’ equity for such quarter and the portion of the fiscal year then ended of the Company and its Subsidiaries;

(ii)as soon as available, and in any event within 90 days after the end of each fiscal year of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each such fiscal year and the consolidated statements of income, cash flows and changes in stockholders’ equity for such year of the Company and its Subsidiaries, accompanied by the report of independent certified public accountants of recognized national standing; and

(iii)to the extent the Company or any of its Subsidiaries is required by Applicable Law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports (without exhibits) pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company or such Subsidiary as soon as available.

(b)Access.  The Company shall, and shall cause its Subsidiaries, officers, directors and employees to, (i) afford the officers, employees, auditors and other agents of each Stockholder that is a member of a Principal Investor Group, for so long as such Stockholder is, together with the other members of its Principal Investor Group and such Principal Investor Group’s Permitted Transferees, the holder of an aggregate amount of

9

Shares that have an aggregate Fair Market Value in excess of $50 million, during normal business hours and upon reasonable notice reasonable access at all reasonable times to its officers, employees, auditors, properties, offices, plants and other facilities and to all books and records, and (ii) afford such Stockholder the opportunity to consult with its officers from time to time regarding the Company’s and its Subsidiaries’ affairs, finances and accounts as each such Stockholder may reasonably request upon reasonable notice.

(c)Additional Information.  Each of the Stockholders agrees that, from the date of this Agreement and for so long as it shall own any Equity Securities, it will furnish the Company such necessary information and reasonable assistance as the Company may reasonably request in connection with the (i) consummation of the transactions contemplated by this Agreement and the Registration Rights Agreement and (ii) the preparation and filing of any reports, filings, applications, consents or authorizations with any Regulatory Entity under any Applicable Law.  Each Stockholder proposing to make a Transfer pursuant to Article III and the Company shall provide the other with any information reasonably requested in order for each of them to determine whether the proposed Transfer would be a Prohibited Transaction.

(d)Corporate Opportunities.  Except as otherwise provided in the second sentence of this Section 2.8(d), (i) no Stockholder and no stockholder, member, manager, partner or Affiliate of any Stockholder or their respective officers, directors, employees or agents (any of the foregoing, a “Stockholder Group Member”) shall have any duty to communicate or present an investment or business opportunity or prospective economic advantage to the Company or any of its Subsidiaries in which the Company or one of its Subsidiaries may, but for the provisions of this Section 2.8(d), have an interest or expectancy (“Corporate Opportunity”), and (ii) subject to Section 2.7, no Stockholder nor any Stockholder Group Member (even if also an officer or director of the Company) will be deemed to have breached any fiduciary or other duty or obligation to the Company by reason of the fact that any such Person pursues or acquires a Corporate Opportunity for itself or its Affiliates or directs, sells, assigns or transfers such Corporate Opportunity to another Person or does not communicate information regarding such Corporate Opportunity to the Company.  The Company, on behalf of itself and its Subsidiaries, renounces any interest in a Corporate Opportunity and any expectancy that a Corporate Opportunity will be offered to the Company; provided that the Company does not renounce any interest or expectancy it may have in any Corporate Opportunity that is offered to an officer of the Company whether or not such individual is also a director or officer of a Stockholder, if such opportunity is expressly offered to such Person in his or her capacity as an officer of the Company and the Stockholders recognize that the Company reserves such rights.

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ARTICLE III
TRANSFERS/CERTAIN COVENANTS

3.1Transfer Restrictions.

(a)No Stockholder may Transfer any of its Equity Securities except as follows:

(i)Any Stockholder may Transfer all or any portion of its Equity Securities to any Permitted Transferee of such Stockholder, provided that Equity Securities Transferred by a Principal Investor (without Unanimous Investor Approval) to any Permitted Transferee pursuant to this Section 3.1(a)(i), other than Transfers to a Specified Affiliate or in connection with a Mandatory Distribution, shall not constitute more than 45% of such Principal Investor’s pro rata share of the Equity Securities of the Company as of the Closing, provided, further, that any Principal Investor may Transfer all or any portion of any Equity Securities acquired after the Closing Date to any Permitted Transferee of such Principal Investor without limitation.

(ii)[Reserved].

(iii)Any Stockholder may Transfer all or any portion of its Equity Securities as a Tag-Along Participant pursuant to Section 3.3 or as a Selling Stockholder pursuant to Section 3.4.

(iv)Any Stockholder may Transfer all or any portion of its Equity Securities at any time in connection with a (x) Demand Registration (as defined in the Registration Rights Agreement) or (y) a Shelf Underwritten Offering (as defined in the Registration Rights Agreement) following delivery of a Take-Down Notice (as defined in the Registration Rights Agreement), which Demand Registration or Take-Down Notice has been approved pursuant to clause (v) below, or (z) a Piggyback Registration (as defined in the Registration Rights Agreement), in each case as provided in, and subject to, the Registration Rights Agreement.

(v)Any Stockholder may Transfer all or any portion of its Equity Securities at any time, subject to compliance with Section 3.3 and Section 3.4, provided that, until the earlier of (x) the second anniversary of the consummation of the IPO and (y) the Principal Investors ceasing to own (in the aggregate) at least 25% of the Voting Securities of the Company, such Transfer shall also be subject to receipt of Majority Approval (which, for the avoidance of doubt, shall be required for any request for a Demand Registration or the delivery of any Take-Down Notice pursuant to the Registration Rights Agreement).

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(b)Notwithstanding anything to the contrary in this Agreement, no Stockholder shall Transfer any Equity Securities (whether or not the proposed Transferee is a Permitted Transferee or such Transfer would otherwise be permitted by Section 3.1(a)) (i) to any Competitor or (ii) if any such Transfer would constitute a Prohibited Transaction, unless, in any such case, such Transfer has received Unanimous Investor Approval in writing.

(c)Any Permitted Transferee that acquires Equity Securities shall, as a condition precedent to the Transfer of such Equity Securities to such Transferee, (i) become a party to this Agreement by completing and executing a signature page hereto (including the address of such party), (ii) execute all such other agreements or documents as may reasonably be requested by the Company (which may include such representations and warranties made by the Permitted Transferee to the Company as shall be reasonably requested by the Company; it being understood that any representations and warranties made by the original parties to this Agreement pursuant to subscription agreements, other than those solely related to a primary investment in the Company, shall be deemed reasonable), and (iii) deliver such signature page and, if applicable, other agreements and documents to the Company at its address specified in Section 6.12.  Such Permitted Transferee shall, upon its satisfaction of such conditions and acquisition of Equity Securities, be a Stockholder for all purposes of this Agreement.

(d)Any Transfer or attempted Transfer of Equity Securities in violation of any provision of this Agreement shall be void.

(e)Each Stockholder that is classified for U.S. Federal income tax purposes as a partnership agrees that it shall not, unless otherwise agreed in writing by each of the Principal Investors, for so long as it owns more than 3% of the outstanding Equity Securities, permit a Person to become the beneficial owner of an interest as a member of such Stockholder for U. S. Federal income tax purposes if, to its knowledge after due inquiry, such Person is a natural person.  For these purposes, any entity that is classified as a disregarded entity or any Grantor Trust for U.S. Federal income tax purposes shall be disregarded, but a Person that owns an interest as a member of an entity that is classified as a partnership for such purposes (an upper-tier partnership), which upper-tier partnership owns an interest as a member of a second entity that is classified as a partnership for such purposes (a lower-tier partnership), shall not be considered the beneficial owner of an interest as a member of such lower-tier partnership as a result of such Person’s owning an interest as a member of such upper-tier partnership.

(f)Prior to the eighth anniversary of the Closing Date, without Unanimous Investor Approval no Stockholder shall distribute any of its Equity Securities in kind to any of its direct or indirect equityholders that is not an Affiliate of such Stockholder other than in connection with a Mandatory Distribution.

3.2[Reserved]

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3.3Tag-Along Rights.

(a)In the event of a proposed Transfer of Shares by a Stockholder (a “Transferring Stockholder”) other than (x) to a Permitted Transferee or (y) in connection with a Public Offering (including a shelf takedown) in accordance with the Registration Rights Agreement (with respect to which each Stockholder’s right to participate in such Public Offering will be governed by the terms thereof), each Stockholder (other than the Transferring Stockholder) shall have the right to participate on the same terms and conditions and for the same per Share consideration as the Transferring Stockholder in the Transfer in the manner set forth in this Section 3.3.  Prior to any such Transfer, the Transferring Stockholder shall deliver to the Company prompt written notice (the “Transfer Notice”), which the Company will forward to the Stockholders (other than the Transferring Stockholder, the “Tag-Along Participants”) within 5 days of receipt thereof, which notice shall state (i) the name of the proposed Transferee, (ii) the number of Shares proposed to be Transferred (the “Transferred Securities”) and the percentage (the “Tag Percentage”) that such number of Shares constitute of the total number of Shares owned by such Transferring Stockholder, (iii) the proposed purchase price therefore, including a description of any non-cash consideration sufficiently detailed to permit the determination of the Fair Market Value thereof, and (iv) the other material terms and conditions of the proposed Transfer, including the proposed Transfer date (which date may not be less than 35 days after delivery to the Tag-Along Participants of the Transfer Notice).  Such notice shall be accompanied by a written offer from the proposed Transferee to purchase the Transferred Securities, which offer may be conditioned upon the consummation of the sale by the Transferring Stockholder, or the most recent drafts of the purchase and sale documentation between the Transferring Stockholder and the Transferee which shall make provision for the participation of the Tag-Along Participants in such sale consistent with this Section 3.3.

(b)Each Tag-Along Participant may elect to participate in the proposed Transfer to the proposed Transferee identified in the Transfer Notice by giving written notice to the Company and to the Transferring Stockholder within the 15 day period after the delivery of the Transfer Notice to such Tag-Along Participant, which notice shall state that such Tag-Along Participant elects to exercise its rights of tag-along under this Section 3.3 and shall state the maximum number of shares sought to be Transferred (which number may not exceed the product of (i) all such Shares owned by such Tag-Along Participant plus the number of Shares owned by any Affiliate Tag-Along Assignor of such Tag-Along Participant, multiplied by (ii) the Tag Percentage).  As used in this Agreement, the term “Affiliate Tag-Along Assignor” with respect to any Stockholder shall mean an Affiliate of such Stockholder or, in the case of any member of a Principal Investor Group, any other member of such Principal Investor Group that, in each case, shall have waived, by means of written notice to the Company and the Transferring Stockholder, its tag-along rights pursuant to this Section 3.3 with respect to the applicable Transfer in favor of such Stockholder.  Each Tag-Along Participant shall be deemed to

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have waived its right of tag-along with respect to the Transferred Securities hereunder if it fails to give notice within the prescribed time period.  The proposed Transferee of Transferred Securities will not be obligated to purchase a number of Shares exceeding that set forth in the Transfer Notice, and in the event such Transferee elects to purchase less than all of the additional Shares sought to be Transferred by the Tag-Along Participants, the number of Shares to be Transferred by the Transferring Stockholder and each such Tag-Along Participant shall be reduced so that each such Stockholder is entitled to sell its Pro Rata Portion of the number of Shares the proposed Transferee elects to purchase (which in no event may be less than the number of Transferred Securities set forth in the Transfer Notice).

(c)Each Tag-Along Participant, if it is exercising its tag-along rights hereunder, shall deliver to the Transferring Stockholder at the closing of the Transfer of the Transferring Stockholder’s Transferred Securities to the Transferee certificates representing the Transferred Securities to be Transferred by such holder, duly endorsed for transfer or accompanied by stock powers duly executed, in either case executed in blank or in favor of the applicable purchaser against payment of the aggregate purchase price therefor by wire transfer of immediately available funds.  Each Stockholder participating in a sale pursuant to this Section 3.3 shall receive consideration in the same form and per share amount after deduction of such Stockholder’s proportionate share of the related expenses.  Each Stockholder participating in a sale pursuant to this Section 3.3 shall agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Transferring Stockholder so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that any general indemnity given by the Transferring Stockholder, applicable to liabilities not specific to the Transferring Stockholder, to the Transferee in connection with such sale shall be apportioned among the Stockholders participating in a sale pursuant to this Section 3.3 according to the consideration received by each such Stockholder and shall not exceed such Stockholder’s net proceeds from the sale; provided, further, that any representation relating specifically to a Stockholder and/or its ownership of the Equity Securities to be Transferred shall be made only by that Stockholder.  The fees and expenses incurred in connection with a sale under this Section 3.3 and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder in respect of its Equity Securities to be Transferred; provided that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the transaction consummated pursuant to this Section 3.3 (excluding de minimis expenditures).  The proposed Transfer date may be extended beyond the date described in the Transfer Notice to the extent necessary to obtain required approvals of

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Regulatory Entities and other required approvals and the Company and the Stockholders shall use their respective commercially reasonable efforts to obtain such approvals.

(d)If the Transferring Stockholder sells or otherwise Transfers to the Transferee any of its Shares in breach of this Section 3.3, then each Tag-Along Participant shall have the right to sell to each Transferring Stockholder, and each Transferring Stockholder undertakes to purchase from each Tag-Along Participant, the number of Shares that such Tag-Along Participant would have had the right to sell to the Transferee pursuant to this Section 3.3, for a per Share amount and form of consideration and upon the terms and conditions on which the Transferee bought such Shares from the Transferring Stockholder, but without any indemnity being granted by any Tag-Along Participant to the Transferring Stockholder; provided that nothing contained in this Section 3.3(d) shall preclude any Stockholder from seeking alternative remedies against any such Transferring Stockholder as a result of its breach of this Section 3.3.

3.4Drag Along Right.

(a)If one or more members of the Principal Investor Groups propose to Transfer all of their Equity Securities, representing more than 50% of the Voting Securities of the Company, and, for so long as such a Transfer requires any approval hereunder, such Transfer has been so approved, then if requested by the Stockholder(s) Transferring such Equity Securities (the “Section 3.4 Transferring Stockholder(s)”), each other Stockholder (each, a “Selling Stockholder”) shall be required to sell all of the Equity Securities held by it of the same type as any of the Equity Securities to be Transferred (or then convertible into any such type).

(b)The consideration to be received by a Selling Stockholder shall be the same form and amount of consideration per share to be received by the Section 3.4 Transferring Stockholder(s), and the terms and conditions of such sale shall be the same as those upon which the Section 3.4 Transferring Stockholder(s) sells its Equity Securities.   In connection with the transaction contemplated by Section 3.4(a) (the “Drag Transaction”), each Selling Stockholder will agree to make or agree to the same customary representations, covenants, indemnities and agreements as the Section 3.4 Transferring Stockholder(s) so long as they are made severally and not jointly and the liabilities thereunder are borne on a pro rata basis based on the consideration to be received by each Stockholder; provided, that (i) any general indemnity given by the Section 3.4 Transferring Stockholder(s), applicable to liabilities not specific to the Section 3.4 Transferring Stockholder(s), to the purchaser in connection with such sale shall be apportioned among the Selling Stockholders according to the consideration received by each Selling Stockholder and shall not exceed such Selling Stockholder’s net proceeds from the sale, (ii) that any representation relating specifically to a Selling Stockholder and/or its Equity Securities shall be made only by that Selling Stockholder, and (iii) in no event shall any Stockholder be obligated to agree to any non-competition covenant or other similar agreement as a condition of participating in such Transfer.

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(c)The fees and expenses incurred in connection with a sale under this Section 3.4 and for the benefit of all Stockholders (it being understood that costs incurred by or on behalf of a Stockholder for his, her or its sole benefit will not be considered to be for the benefit of all Stockholders), to the extent not paid or reimbursed by the Company or the Transferee or acquiring Person, shall be shared by all the Stockholders on a pro rata basis, based on the consideration received by each Stockholder in respect of its Equity Securities; provided that no Stockholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the transaction consummated pursuant to this Section 3.4 (excluding de minimis expenditures).

(d)The Section 3.4 Transferring Stockholder(s) shall provide written notice (the “Drag Along Notice”) to each other Selling Stockholder of any proposed Drag Transaction as soon as practicable following its exercise of the rights provided in Section 3.4(a).  The Drag Along Notice shall set forth the consideration to be paid by the purchaser for the securities, the identity of the purchaser and the material terms of the Drag Transaction.

(e)If any holders of Equity Securities of any class are given an option as to the form and amount of consideration to be received in the Drag Transaction, all holders of Equity Securities of such class must be given the same option.

(f)Any Selling Stockholder whose assets (“Plan Assets”) constitute assets of one or more employee benefit plans and are subject to Part IV of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), shall not be obligated to sell to any Person to whom the sale of any Equity Securities would constitute a non-exempt “prohibited transaction” within the meaning of ERISA or the Code, provided, however, that if so requested by the Section 3.4 Transferring Stockholder(s): (i) such Selling Stockholder shall have taken commercially reasonable efforts to (x) structure its sale of Equity Securities so as not to constitute a non-exempt “prohibited transaction” or (y) obtain a ruling from the Department of Labor to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) does not constitute a non-exempt “prohibited transaction” and (ii) such Selling Stockholder shall have delivered an opinion of counsel (which opinion and counsel are reasonably satisfactory to the Section 3.4 Transferring Stockholder(s)) to the effect that such sale (as originally proposed or as restructured pursuant to clause (i)(x)) would constitute a non-exempt “prohibited transaction.”

(g)Upon the consummation of the Drag Transaction and delivery by any Selling Stockholder of the duly endorsed certificate or certificates representing the Equity Securities held by such Selling Stockholder to be sold together with a stock power duly executed in blank, the acquiring Person shall remit directly to such Selling Stockholder, by wire transfer of immediately available funds, the consideration for the securities sold pursuant thereto.

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3.5[Reserved].

3.6Legend.

(a)All certificates representing the Equity Securities held by each Stockholder shall bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY).  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT.”

(b)Upon the permitted sale of any Equity Securities pursuant to (i) an effective registration statement under the Securities Act or pursuant to Rule 144 or (ii) another exemption from registration under the Securities Act or upon the termination of this Agreement, the certificates representing such Equity Securities shall be replaced, at the expense of the Company, with certificates or instruments not bearing the legends required by this Section 3.6; provided that the Company may condition such replacement of certificates under clause (ii) upon the receipt of an opinion of securities counsel reasonably satisfactory to the Company.

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ARTICLE IV
[RESERVED]

ARTICLE V
DEFINITIONS

5.1Certain Definitions.

“Affiliate” means, with respect to any Person, (i) any Person directly or indirectly Controlling, Controlled by or under common Control with such Person, (ii) any Person directly or indirectly owning or Controlling 10% or more of any class of outstanding voting securities of such Person or (iii) any officer, director, general partner or trustee of any such Person described in clause (i) or (ii) (it being understood and agreed that for purposes of this Agreement (x) each of CMC-Hertz Partners and ML Hertz Co-Investor shall be deemed an Affiliate of Merrill and a member of Merrill’s Principal Investor Group but not Carlyle’s or CD&R’s Principal Investor Group, and (y) CDR CCMG Co-Investor shall be deemed an Affiliate of CD&R and a member of CD&R’s Principal Investor Group but not Carlyle’s or Merrill’s Principal Investor Group).

“Affiliate Co-investor” means an entity not formed primarily for the purpose of making the commitments of a Principal Investor at Closing which is an Affiliate of a Principal Investor, any internal co-investment entity for partners, employees, advisors and other designees of any Principal Investor or its Affiliates, an alternative investment vehicle that is an Affiliate of a Principal Investor or a direct or indirect wholly-owned Subsidiary of any of the foregoing.

“Affiliate Tag-Along Assignor” has the meaning set forth in Section 3.3(b).

“Agreement” means this Stockholders Agreement, as amended from time to time in accordance with Section 6.8.

“Applicable Law” means all applicable provisions of (i) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances, codes or orders of any Regulatory Entity, (ii) any consents or approvals of any Regulatory Entity and (iii) any orders, decisions, injunctions, judgments, awards, decrees of or agreements with any Regulatory Entity.

“Board” has the meaning set forth in Section 2.1(a)(i).

“Board Observer” has the meaning set forth in Section 2.1(f).

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close.

“Carlyle” means Carlyle Partners IV, L.P.

“Carlyle Nominees” has the meaning set forth in Section 2.1(a)(i)(B).

“CD&R” means Clayton, Dubilier & Rice Fund VII, L.P.

“CDR CCMG Co-Investor” means CDR CCMG Co-Investor L.P.  For purposes of clarity CDR CCMG Co-Investor shall be deemed an Affiliate and Co-investment Vehicle of CD&R but not Carlyle or Merrill.

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“CD&R Nominees” has the meaning set forth in Section 2.1(a)(i)(A).

“CEO Nominee” has the meaning set forth in Section 2.1(a)(i)(E).

“Chief Executive Officer” means the chief executive officer of the Company.

“Class I,” “Class II” and “Class III” have the meanings set forth in Section 2.1(c).

“Closing” means the closing of the acquisition of Hertz by the Company.

“Closing Date” means the date of the Closing.

“CMC-Hertz Partners” means CMC-Hertz Partners, L.P. and any other investment vehicle formed in accordance with the limited partnership agreement of CMC-Hertz Partners, L.P.  For purposes of clarity CMC-Hertz Partners shall be deemed an Affiliate and Co-investment Vehicle of Merrill but not Carlyle or CD&R.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Co-investment Vehicle” means any entity (i) formed for the purpose of, or used exclusively or primarily for, permitting other Persons to co-invest with a Principal Investor in the Company and (ii) Controlled by, or under common Control with, such Principal Investor.

“Committees” has the meaning set forth in Section 2.1(d).

“Committing Investors” means the Principal Investors and Merrill Lynch Ventures L.P. 2001.

“Common Stock” means the common stock, par value $0.01 per share, of the Company and any securities issued in respect thereof, or in substitution therefor, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

“Company” has the meaning set forth in the Preamble.

“Competitor” means a Person, or another Person that controls or is controlled by a Person engaged in: (a) the short-term car and light truck (including sport utility vehicles and, solely with respect to any Person that has operations in Europe, light commercial vehicles in such European operations of a type rented by Hertz or its Subsidiaries as of the date of determination) rental industry and who had total revenue in such business in excess of $50 million for its most recently completed fiscal year or (b) for so long as HERC (and any Subsidiaries thereof) is a business unit of the Company, the renting of construction, industrial and materials handling equipment used for similar purposes as the equipment rented by HERC (and any Subsidiaries thereof) to its customers as of the date

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of determination and who had total revenue in such business in excess of $50 million for its most recently completed fiscal year.

“Control” means the power to direct the affairs of a Person by reason of ownership of voting securities, by contract or otherwise.

“Controlled Affiliate” means, with respect to any Person, any Person directly or indirectly Controlled by such Person; provided that the limited partners and non-managing members of any Person that is an investment fund shall in no event be deemed Controlled Affiliates of such fund.

“Controlled Company Event” means the first date on which the Company ceases to qualify as a “controlled company” as defined from time to time under the New York Stock Exchange’s corporate governance listing standards.

“Corporate Opportunity” has the meaning set forth in Section 2.8(d).

“Drag Along Notice” has the meaning set forth in Section 3.4(d).

“Drag Transaction” has the meaning set forth in Section 3.4(b).

“Equity Securities” means any and all shares of Common Stock of the Company, securities of the Company convertible into, or exchangeable or exercisable for, such shares, and options, warrants or other rights to acquire such shares.

“ERISA” has the meaning set forth in Section 3.4(f).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations promulgated thereunder.

“Fair Market Value” means with respect to any non-cash consideration, the fair market value of such non-cash consideration as determined in good faith by the Board.

“Grantor Trust” means the portion of a trust where it is specified in Sections 672-679 of the Code that the grantor of such trust or another person shall be treated as the owner of such portion of such trust.

“Group” has the meaning assigned to such term in Section 13(d)(3) of the Exchange Act.

“Hertz” has the meaning set forth in the Recitals.

“Independent Director” means an “independent director” as such term is defined from time to time in the New York Stock Exchange’s corporate governance listing standards.

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“Information” means all information, whether written or oral or in electronic or other form and whether prepared by the Company, its advisers or otherwise, (i) about the Company or any of its Subsidiaries that is or has been furnished to any Stockholder or any of its Representatives by or on behalf of the Company or any of its Subsidiaries, or any of their respective Representatives, (ii) supplied by the Company, Ford Holdings, LLC, Hertz or the other Stockholders in connection with the acquisition of Hertz, and (iii) all written or electronically stored documentation prepared by such Stockholder or its Representatives based on or reflecting, in whole or in part, any such information; provided that the term “Information” does not include any information that (x) is or becomes generally available to the public through no action or omission by any Stockholder or its Representatives or (y) is or becomes available to such Stockholder on a nonconfidential basis from a source, other than the Company or any of its subsidiaries, or any of their respective Representatives, that to the best of such Stockholder’s knowledge, after reasonable inquiry, is not prohibited from disclosing such portions to such Stockholder by a contractual, legal or fiduciary obligation.

“Investor Nominees” has the meaning set forth in Section 2.1(a)(i)(C).

“IPO” means the initial Public Offering of the Company.

“Majority Approval” means the prior approval of a majority of the Investor Nominees then in office in writing or at a duly called meeting of the Board.

“Mandatory Distribution” means with respect to a Stockholder, any liquidation of, or distribution with respect to an equity interest in, such Stockholder (including but not limited to any distribution by a Stockholder to one or more of its limited partners) that is (i) required by Applicable Law, (ii) made solely to any limited partner of the Stockholder that is withdrawing from such Stockholder in connection with a Regulatory Problem or (iii) required under the organizational documents or governing agreements of such Stockholder, provided that any general partner, managing member, board of directors or similar governing body of such Stockholder (including in connection with any determination such Person has made that resulted in such requirement under such documents or agreement), and its equityholders, have taken all reasonable efforts to avoid such required liquidation or distribution.

“Merrill” means ML Global Private Equity Fund, L.P.

“Merrill Nominees” has the meaning set forth in Section 2.1(a)(i)(C).

“MLGP” has the meaning set forth in Section 2.7.

“ML Hertz Co-Investor” means ML Hertz Co-Investor, L.P. and any other investment vehicle formed in accordance with the limited partnership agreement of ML Hertz Co-Investor, L.P.  For purposes of clarity ML

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Hertz Co-Investor, L.P. shall be deemed an Affiliate and Co-investment Vehicle of Merrill but not Carlyle or CD&R.

“Necessary Action” means, with respect to a specified result, all actions (to the extent permitted by Applicable Law) necessary to cause such result, including (i) voting or providing written consent or proxy with respect to Voting Securities, (ii) calling and attending meetings in person or by proxy for purposes of obtaining a quorum and causing the adoption of stockholders’ resolutions and amendments to the Company’s certificate of incorporation or by-laws, (iii) causing members of the Board (to the extent such members were nominated or designated by the Person obligated to undertake the Necessary Action, and subject to any fiduciary duties that such members may have as directors of the Company) to act in a certain manner or causing them to be removed in the event they do not act in such a manner, (iv) executing agreements and instruments and (v) making, or causing to be made, with Regulatory Entities all filings, registrations or similar actions that are required to achieve such result.

“Original Agreement” has the meaning set forth in the Recitals.

“Original Shares” has the meaning set forth in Section 2.6 (i).

“Permitted Transferee” means as to any Stockholder: (i) the owners of such Stockholder in connection with a Mandatory Distribution or, subject to Unanimous Investor Approval on or prior to the eighth anniversary of the Closing, any other liquidation of, or a distribution with respect to an equity interest in, such Stockholder (including but not limited to any distribution by a Stockholder to its limited partners); or (ii) an Affiliate (other than any “portfolio company” described below) or any Co-investment Vehicle of such Stockholder; provided, that in no event shall (x) any “portfolio company” (as such term is customarily used among institutional investors) of any Stockholder or any entity Controlled by any portfolio company of any Stockholder or (y) any Competitor constitute a “Permitted Transferee”.  Any Stockholder shall also be a Permitted Transferee of the Permitted Transferees of itself.

“Person” means any individual, corporation, limited liability company, limited or general partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivisions thereof or any Group comprised of two or more of the foregoing.

“Plan Assets” has the meaning set forth in Section 3.4(f).

“Principal Investor Group” means, with respect to any Principal Investor, such Principal Investor and its Affiliates, Affiliate Co-Investors and Co-investment Vehicles.

“Principal Investors” means Carlyle, CD&R and Merrill.

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“Prohibited Transaction” means (i) any Transfer of Equity Securities to a natural person or an organization described in the second sentence of Section 542(a)(2) of the Code, (ii) any Transfer of Equity Securities to a Person classified, for U.S. Federal income tax purposes, as a partnership, that, following such Transfer, would own more than 3% of the outstanding Equity Securities, unless the transferor of such Equity Securities first obtains a written representation from the proposed Transferee for the benefit of the other Stockholders and the Company that, to the knowledge of such proposed Transferee after due inquiry, no natural person is the beneficial owner of an interest as a member of such proposed Transferee for U.S. Federal income tax purposes and (iii) any Transfer of Equity Securities to a Person that (w) violates applicable securities laws or the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or would cause the Company to be in violation of any Applicable Law, (x) would result in the assets of the Company constituting Plan Assets, (y) would, to the knowledge of the transferor of such Equity Securities after due inquiry, result in the Company’s meeting the stock ownership requirement of Section 542(a)(2) of the Code or (z) would cause the Company to be Controlled by or under common Control with an “investment company” for purposes of the Investment Company Act of 1940, as amended.  For purposes of clauses (i) and (ii) of the immediately preceding sentence, any entity that is classified as a disregarded entity or any Grantor Trust for U.S. Federal income tax purposes shall be disregarded, but a Person that owns an interest as a member of an entity that is classified as a partnership for such purposes (an upper-tier partnership), which upper-tier partnership owns an interest as a member of a second entity that is classified as a partnership for such purposes (a lower-tier partnership), shall not be considered the beneficial owner of an interest as a member of such lower-tier partnership as a result of such Person’s owning an interest as a member of such upper-tier partnership.

“Pro Rata Portion” means, with respect to the Transferring Stockholder or any Tag-Along Participant, with respect to any proposed Transfer, on the applicable Transfer date, the number of Shares equal to the product of (i) the total number of Shares to be Transferred to the proposed Transferee and (ii) the fraction determined by dividing (A) the total number of Shares owned by such Transferring Stockholder or Tag-Along Participant (as applicable) as of such date plus the number of Shares owned by all Affiliate Tag-Along Assignors of such Person by (B) the total number of Shares owned by the Transferring Stockholder and all Tag-Along Participants and their respective Affiliate Tag-Along Assignors as of such date.

“Public Offering” means an offering of Common Stock pursuant to a registration statement filed in accordance with the Securities Act.

“Qualified Co-investment Transferee” means any of (A) an Affiliate Co-investor, (B) a Co-investment Vehicle or (C) subject to the written consent of each of the other Principal Investors, such consent not to be unreasonably withheld or delayed, another reputable institutional investor.

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“Registration Rights Agreement” means the registration rights agreement, dated as of December 21, 2005 among the Company and the Stockholders, as amended as of the date hereof.

“Regulatory Entity” means any federal, state, local or foreign court, legislative, executive or regulatory authority or agency, including (without limitation) any exchange upon which equity securities of the Company are listed.

“Regulatory Problem” shall mean (i) a reasonable likelihood that all or any part of a Stockholder’s assets would be deemed to be “plan assets” for purposes of ERISA or (ii) a change in the statute or regulation that authorizes or governs the investment by an equityholder of a Stockholder in such Stockholder that makes investing in the Stockholder illegal for such equityholder.

“Representatives” means with respect to any Person, any of such Person’s, or its Affiliates’, directors, officers, employees, general partners, Affiliates, direct or indirect shareholders, members or limited partners, attorneys, accountants, financial and other advisers, and other agents and representatives, including in the case of any Principal Investor any person nominated to the Board or a Committee by such Principal Investor.

“Rule 144” means Rule 144 under the Securities Act (or any successor rule).

“Section 3.4 Transferring Stockholder” has the meaning set forth in Section 3.4(a).

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Selling Stockholder” has the meaning set forth in Section 3.4(a).

“Shares” means issued and outstanding shares of Common Stock.

“Specified Affiliate” means, with respect to any Person, any other Person that (i) was not formed for the purpose of effecting a Transfer of Equity Securities hereunder and (ii) is directly or indirectly controlling, controlled by or under common control with such Person, provided that solely for purposes of this definition, “control” shall mean the beneficial ownership, directly or indirectly, of a majority of the pecuniary interests in the equity securities of such Person (determined in accordance with Rule 16a-1 under the Exchange Act) and a majority of the voting securities of such Person (determined in accordance with Rule 13d-3 under the Exchange Act).

“Stockholder Group Member” has the meaning set forth in Section 2.8(d).

“Stockholders” means (i) the Stockholders of the Company that are parties to this Agreement and (ii) any other holder of any Equity Securities that becomes a party to this

24

Agreement after the date and pursuant to the terms hereof; provided that any Person shall cease to be a Stockholder if it no longer is the holder of any Equity Securities.

“Subsidiary” means each Person in which a Person owns or controls, directly or indirectly, capital stock or other equity interests representing more than 50% of the outstanding capital stock or other equity interests.

“Tag-Along Participants” has the meaning set forth in Section 3.3(a).

“Tag Percentage” has the meaning set forth in Section 3.3(a).

“Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any shares of Equity Securities owned by a Person or any interest (including but not limited to a beneficial interest) in any shares of Equity Securities owned by a Person.

“Transferee” means any Person to whom any Stockholder or any Transferee thereof Transfers Equity Securities of the Company in accordance with the terms hereof.

“Transfer Notice” has the meaning set forth in Section 3.3(a).

“Transferred Securities” has the meaning set forth in Section 3.3(a).

“Transferring Stockholder” has the meaning set forth in Section 3.3(a).

“Unanimous Investor Approval” means, subject to Section 2.6, the prior approval of all Investor Nominees, or if under consideration at a duly called meeting of the Board, all Investor Nominees present at such meeting, provided that includes at least one Investor Nominee of each of the Principal Investors.

“Voting Securities” means, at any time, shares of any class of Equity Securities of the Company, which are then entitled to vote generally in the election of directors.

5.2           Terms Generally.  The words “hereby”, “herein”, “hereof”, “hereunder” and words of similar import refer to this Agreement as a whole (including the Exhibits and Annexes hereto) and not merely to the specific section, paragraph or clause in which such word appears.  All references herein to Articles, Sections, Exhibits and Annexes and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Annexes to, this Agreement unless the context shall otherwise require.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The definitions given for terms in this Article V and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding

25

masculine, feminine and neuter forms.  References herein to any agreement or letter shall be deemed references to such agreement or letter as it may be amended, restated or otherwise revised from time to time.

ARTICLE VI
MISCELLANEOUS

6.1           Termination.  Subject to the early termination of any provision as a result of an amendment to this Agreement agreed to by the Company and the Stockholders as provided under Section 6.8:

(a)           the provisions of Article II shall, with respect to each Stockholder, terminate as provided in Section 2.6;

(b)           the provisions of Section 3.4 shall terminate upon the Principal Investors ceasing to own at least 50% of the Voting Securities of the Company

(c)           the provisions of Article III (other than Section 3.4) shall terminate upon the Principal Investors ceasing to own (in the aggregate) at least 5% of the Voting Securities of the Company; and

(d)           all other provisions of this Agreement shall survive its termination.

Nothing in this Agreement shall relieve any party from any liability for the breach of any obligations set forth in this Agreement.

6.2           Publicity.  Unless otherwise required by Applicable Law, no Stockholder (other than the Principal Investors, provided that the Principal Investors have previously coordinated) may issue any press release concerning the Company or its Subsidiaries without the prior consent of each of the Principal Investors.

6.3           Confidentiality.  Each party hereto agrees to, and shall cause its Representatives to, keep confidential and not divulge any Information, and to use, and cause its Representatives to use, such Information only in connection with the operation of the Company and its Subsidiaries; provided that nothing herein shall prevent any party hereto from disclosing such Information (a) upon the order of any court or administrative agency, (b) upon the request or demand of any regulatory agency or authority having jurisdiction over such party, (c) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (d) to the extent necessary in connection with the exercise of any remedy hereunder, (e) to other Stockholders, (f) to such party’s Representatives that in the reasonable judgment of such party need to know such Information or (g) to any potential Qualified Co-Investment Transferee or Permitted Transferee in connection with a proposed Transfer of Equity Securities from such Stockholder as long as such transferee agrees to be bound by the

26

provisions of this Section 6.3 as if a Stockholder, provided further that, in the case of clause (a), (b) or (c), such party shall notify the other parties hereto of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any Information so disclosed is accorded confidential treatment, when and if available.

6.4           Compliance.

(a)           The Stockholders shall not approve the retention by the Company or any of its Subsidiaries of, and shall cause the Company and its Subsidiaries not to retain, the independent accountants of any Principal Investor (or of any Principal Investor’s ultimate parent entity) for non-audit services without the prior written consent of such Principal Investor.  If required by the Sarbanes-Oxley Act of 2002, as amended, so as not to impair the independence of the auditor of any Principal Investor, the Stockholders shall cause the Company and its Subsidiaries to discontinue and restrict certain relationships (as set forth in such Act) between the Company and its Subsidiaries and the auditor of such Principal Investor.

(b)           The Stockholders shall cooperate in good faith to procure that the Company take such necessary action and exercise all necessary powers so that the Company and its Subsidiaries are compliant with the provisions of the Sarbanes-Oxley Act of 2002, as amended, and all other applicable securities laws and listing exchange requirements.

6.5           Restrictions on Other Agreements; Conflicts.

(a)           Following the date hereof, no Stockholder shall enter into or agree to be bound by any stockholder agreements or arrangements of any kind with any Person with respect to any Equity Securities except the Registration Rights Agreement or agreements with respect to any sale or other transfer of Equity Securities permitted hereby or other matters as expressly permitted hereunder.  A Principal Investor may enter into any stockholder agreement or arrangements with a member of its Principal Investor Group.

(b)           Each of the parties covenants and agrees to vote their Voting Securities and to take any other action reasonably requested by the Company or any Stockholder to amend the Company’s by-laws or certificate of incorporation so as to avoid any conflict with the provisions hereof.

6.6           Further Assurances.  Each party hereto shall do and perform or cause to be done and performed all such further acts and things, and shall execute and deliver all such further agreements, certificates, instruments and documents, as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

27

6.7           No Recourse; No Stockholder Duties.

(a)           Notwithstanding anything to the contrary in this Agreement, the Company and each Stockholder agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement, shall be had against any current or future director, officer, employee, general or limited partner or member of any Stockholder or of any Affiliate or assignee thereof, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other Applicable Law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Stockholder or any current or future member of any Stockholder or any current or future director, officer, employee, partner or member of any Stockholder or of any Affiliate or assignee thereof, as such for any obligation of any Stockholder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

(b)           The Stockholders agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that when any Stockholder takes any action under this Agreement to give or withhold its consent, or when any Principal Investor takes any action under this Agreement to give or withhold its consent, such Stockholder or Principal Investor, as applicable, shall have no duty (fiduciary or other) to consider the interests of the Company or the other Stockholders or Principal Investors and may act exclusively in its own interest and shall have no duty to act in good faith; provided that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement.

6.8           Amendment; Waivers, etc.  This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if any such amendment, action or omission to act, has been approved by Stockholders holding in excess of 50% of the then-outstanding Voting Securities held by all of the Stockholders in the aggregate and such amendment, action or omission to act has received Unanimous Investor Approval, provided that this Agreement may not be amended in a manner adversely affecting the rights or obligations of any Stockholder which does not adversely affect the rights or obligations of all similarly situated Stockholders in the same manner without the consent of such Stockholder.  The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.  Any Stockholder may waive (in writing) the benefit of any provision of this Agreement with respect to itself for any purpose.  Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and

28

shall in no way impair the rights of the Stockholder granting such waiver in any other respect or at any other time.

6.9           Assignment.  Neither this Agreement nor any right or obligation arising under this Agreement may be assigned by any party without the prior written consent of the other parties, provided that any Principal Investor may assign all or a portion of its rights (but not its obligations) hereunder to any member of its Principal Investor Group that is or becomes a Stockholder.

6.10         Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns; provided that the Company shall have no right to enforce Section 3.1(b)(ii)(solely with respect to clause (i) of the definition of Prohibited Transaction) or Section 3.1(e).

6.11         No Third Party Beneficiaries.  Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective heirs, successors and permitted assigns.

6.12         Notices.  All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by reputable overnight courier or (d) sent by fax (provided a confirmation copy is sent by one of the other methods set forth above), as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

If to the Company, to it at:

Hertz Global Holdings, Inc.

c/o The Hertz Corporation

225 Brae Boulevard

Park Ridge, New Jersey 07656

Attention: General Counsel

Facsimile: (201) 594-3122

with a copy to (which shall not constitute notice) each of the Principal Investors and their counsel at the address listed below:

If to CD&R, to it at:

Clayton, Dubilier & Rice Fund VII, L.P.

1403 Foulk Road, Suite 106

Wilmington, Delaware 19803

Attention: Mr. David H. Wasserman

29

Facsimile: (302) 427-7398

with a copy to (which shall not constitute notice):

Clayton, Dubilier & Rice, Inc.

375 Park Avenue

18th Floor

New York, New York 10152

Attention: Mr. David H. Wasserman

Facsimile: (212) 893-7061

with a copy to (which shall not constitute notice):

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention: Franci J. Blassberg, Esq.

Facsimile: (212) 909-6836

If to Carlyle, to it at:

Carlyle Partners IV, L.P.

c/o The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington DC 20004-2505

Attention: Mr. Gregory S. Ledford

Facsimile: (202) 347-1818

with a copy to (which shall not constitute notice):

Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, DC 20004-1304
Attention: Daniel T. Lennon, Esq. &
	David S. Dantzic, Esq.
Facsimile: (202) 637-2201

If to Merrill, to it at:

ML Global Private Equity Fund, L.P.

c/o Merrill Lynch Global Private Equity

4 World Financial Center, 23rd Floor

30

New York, NY 10080
Attention: Mr. George A. Bitar &
	Mr. Robert F. End
Facsimile: (212) 449-1119

with a copy to (which shall not constitute notice):

Wachtell Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Attention: Andrew R. Brownstein, Esq. &
	Gavin D. Solotar, Esq.
Facsimile: (212) 403-2000

If to any other Stockholder, to its address set forth on the signature page of such Stockholder to this Agreement with a copy (which shall not constitute notice) to any party so indicated thereon.  All such notices, requests, demands, waivers and other communications shall be deemed to have been received (w) if by personal delivery, on the day delivered, (x) if by certified or registered mail, on the fifth Business Day after the mailing thereof, (y) if by overnight courier, on the day delivered, or (z) if by fax, on the day delivered.

6.13         Severability.  Any term or provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this Agreement or affecting the validity, illegality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.  If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.  Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

6.14         Headings.  The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

6.15         Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

6.16         Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might

31

otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction).

6.17         Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and agrees not to commence any such suit, action or other proceeding except in such courts).  Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth or referred to in Section 6.12 shall be effective service of process for any such suit, action or other proceeding.  Each party irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or other proceeding in (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

6.18         Waiver of Jury Trial.  Each party hereby waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.  Each party (a) certifies and acknowledges that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver, and (b) acknowledges that it understands and has considered the implications of this waiver and makes this waiver voluntarily, and that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 6.18.

6.19         Enforcement.  Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.  In the event that the Company or one or more Principal Investors shall file suit to enforce the covenants contained in this Agreement (or obtain any other remedy in respect of any breach thereof), the prevailing party in the suit shall be entitled to recover, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, including, without limitation, reasonable attorney’s fees and expenses.

6.20         Certain Relationships.  Except as otherwise specifically provided herein, including pursuant to Section 2.7, nothing in this Agreement shall be construed as

32

precluding Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of Merrill’s other Affiliates from having acted or acting in the future as a financial advisor, corporate broker, underwriter or in any other capacity for the Company (or any of its Affiliates or beneficial owners) or for any other Person, for separate consideration as may be set forth in a separate engagement letter or other agreement among the relevant parties.  Furthermore, nothing in this Agreement shall be construed as obliging Merrill Lynch, Pierce, Fenner & Smith Incorporated or any of Merrill’s other Affiliates to act on behalf of, or perform any services for, the Company, or any of its subsidiaries, Affiliates or beneficial owners, for any purpose whatsoever (whether specifically set forth herein or otherwise) without the negotiation of a separate engagement letter or other written agreement with respect to such actions or services among the relevant parties.

6.21         Counterparts; Facsimile Signatures.  This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.  This Agreement may be executed by facsimile signature(s).

33

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

HERTZ GLOBAL HOLDINGS, INC.
By:		/s/ Paul J. Siracusa
		Name: Paul J. Siracusa
		Title: Executive Vice President and
				Chief Financial Officer
CLAYTON, DUBILIER & RICE FUND VII, L.P.
By: CD&R Associates VII, Ltd., its general partner
	By:		/s/ Theresa A. Gore
			Name: Theresa A. Gore
			Title: Vice President
CDR CCMG CO-INVESTOR L.P.
By: CDR CCMG Co-Investor GP Limited, its general partner
	By:		/s/ Theresa A. Gore
			Name: Theresa A. Gore
			Title: Director

Notice Address:
CDR CCMG Co-Investor L.P.
c/o M&C Corporate Services Limited
P.O. Box 309GT
Ugland House
South Church Street
George Town, Grand Cayman
Cayman Islands, British West Indies
Facsimile: (345) 949-8080 with a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York  10152 Attention:  Mr. David H. Wasserman Facsimile:  (212) 893-7061 with a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention:  Franci J. Blassberg, Esq. Facsimile:  (212) 909-6836

34

CD&R Parallel Fund VII, L.P.

By: CD&R Parallel Fund Associates VII, Ltd.,

the General Partner

By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President

Notice Address CD&R Parallel Fund VII, L.P. 1403 Foulk Road, Suite 106 Wilmington, Delaware 19803 Attention:  Mr. David H. Wasserman Facsimile: (302) 427-7398 with a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York  10152 Attention:  Mr. David H. Wasserman Facsimile:  (212) 893-7061 with a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention:  Franci J. Blassberg, Esq. Facsimile:  (212) 909-6836

35

	CARLYLE PARTNERS IV, L.P.
	By: TC Group IV, L.P., its general partner
		By: TC Group IV, L.L.C., its general partner
			By: TC Group, L.L.C., its sole member
				By: TCG Holdings, L.L.C., its managing
							member
							By:				/s/ John F. Harris
											Name: John F. Harris
											Title: Managing Director
	CP IV COINVESTMENT, L.P.
	By: TC Group IV, L.P., its general partner
		By: TC Group IV, L.L.C., its general partner
			By: TC Group, L.L.C., its sole member
						By: TCG Holdings, L.L.C., its managing
									member
					By:					/s/ John F. Harris
										Name: John F. Harris
										Title: Managing Director
Notice Address			with a copy to (which shall not constitute notice):
CP IV Coinvestment, L.P.			Latham & Watkins LLP
c/o The Carlyle Group			555 Eleventh Street, NW
1001 Pennsylvania Avenue, NW			Suite 1000
Suite 220 South			Washington, DC  20004-1304
Washington DC  20004-2505			Attention:					Daniel T. Lennon, Esq.
Attention:  Mr. Gregory S. Ledford								David S. Dantzic, Esq.
Facsimile:  (202) 347-1818			Facsimile:					(202) 637-2201

36

	CEP II U.S. INVESTMENTS, L.P.
	By: CEP II GP, L.P., its general partner
		By: Carlyle Investment GP Corp., its general partner
			By:	/s/ John F. Harris
				Name: John F. Harris
				Title: Director
Notice Address				with a copy to (which shall not constitute notice):
CEP II U.S. Investments, L.P.				Latham & Watkins LLP
c/o The Carlyle Group				555 Eleventh Street, NW
1001 Pennsylvania Avenue, NW				Suite 1000
Suite 220 South				Washington, DC  20004-1304
Washington DC  20004-2505				Attention: Daniel T. Lennon, Esq.
Attention:  Mr. Gregory S. Ledford					David S. Dantzic, Esq.
Facsimile:  (202) 347-1818				Facsimile:  (202) 637-2201

	CEP II PARTICIPATIONS S.à.r.l SICAR
	By:	/s/ John F. Harris
		Name:  John F. Harris
		Title:  Manager
	By:	/s/ Christopher Finn
		Name: Christopher Finn
		Title: Manager
Notice Address			with a copy to (which shall not constitute notice):
CEP II Participations S.à.r.l SICAR			Latham & Watkins LLP
c/o The Carlyle Group			555 Eleventh Street, NW
1001 Pennsylvania Avenue, NW			Suite 1000
Suite 220 South			Washington, DC  20004-1304
Washington DC  20004-2505			Attention: Daniel T. Lennon, Esq.
Attention:  Mr. Gregory S. Ledford				David S. Dantzic, Esq.
Facsimile:  (202) 347-1818			Facsimile:  (202) 637-2201

37

	ML GLOBAL PRIVATE EQUITY FUND, L.P.
	By: MLGPE LTD, its general partner
		By:	/s/ George A. Bitar
			Name: George A. Bitar
			Title: Managing Director
	MERRILL LYNCH VENTURES L.P. 2001
	By: Merrill Lynch Ventures, LLC, its general partner
		By:	/s/ George A. Bitar
			Name: George A. Bitar
			Title: Executive Vice President
Notice Address			with a copy to (which shall not constitute notice):
Merrill Lynch Ventures L.P. 2001			Wachtell Lipton, Rosen & Katz
c/o Merrill Lynch Global Private Equity			51 West 52nd Street
4 World Financial Center, 23rd Floor			New York, New York 10019
New York, NY 10080			Attention:  Andrew R. Brownstein, Esq. & Gavin D.
Attention:  Mr. George A. Bitar &			Solotar, Esq.
Mr. Robert F. End			Facsimile:  (212) 403-2000
Facsimile:  (212) 449-1119
	ML HERTZ CO-INVESTOR, L.P.
	By:	ML Hertz Co-Investor GP, L.L.C., its general
	partner
		By:	ML Global Private Equity Fund, L.P., as sole member
			By:  MLGPE LTD, its general partner
			By:	/s/ George A. Bitar
				Name:  George A. Bitar
				Title:  Managing Director
Notice Address			with a copy to (which shall not constitute notice):
ML Hertz Co-Investor, L.P.			Wachtell, Lipton, Rosen & Katz
c/o Merrill Lynch Global Private Equity			51 W. 52nd Street
4 World Financial Center, 23rd Floor			New York, NY 10019
New York, NY 10080			Attention:  Andrew R. Brownstein, Esq. & Gavin D.
Attention:  Mr. George A. Bitar & Mr. Robert F. End			Solotar, Esq.
Facsimile:  (212) 449-1119			Facsimile:  (212) 403-2000

38

CMC-HERTZ PARTNERS, L.P.
By: CMC-Hertz General Partner, L.L.C., its general partner
	By:	/s/ Daniel A. D’Aniello
		Name:  Daniel A. D’Aniello
		Title: Managing Director

Notice Address CMC Hertz Partners, L.P. c/o Carlyle-Hertz GP, L.P c/o The Carlyle Group 1001 Pennsylvania Avenue, N.W. Suite 220 South Washington, D.C. 20004
Attention:  Mr. Gregory S. Ledford
Facsimile:  (202) 347-1818 With a copy to (which shall not constitute notice): Latham & Watkins LLP 555 Eleventh Street, NW Suite 1000 Washington, DC  20004-1304 Attention:  Daniel T. Lennon, Esq.  David S. Dantzic, Esq. Facsimile:  (202) 637-2201 With a copy to (which shall not constitute notice): Merrill Lynch Global Private Equity 4 World Financial Center, 23rd Floor New York, NY 10080 Attention:  Mr. George A. Bitar & Mr. Robert F. End Facsimile:  (212) 449-1119 With a copy to (which shall not constitute notice): Wachtell, Lipton, Rosen & Katz 51 W. 52nd Street New York, NY 10019 Attention:  Andrew R. Brownstein, Esq. & Gavin D.
Solotar, Esq. Facsimile:  (212) 403-2000 With a copy to (which shall not constitute notice): CD&R Associates VII, L.P. c/o M&C Corporate Services Limited
P.O. Box 309GT
Ugland House
South Church Street
George Town, Grand Cayman
Cayman Islands, British West Indies
Facsimile: (345) 949-8080 With a copy to (which shall not constitute notice): Clayton, Dubilier & Rice, Inc. 375 Park Avenue 18th Floor New York, New York  10152 Attention:  Mr. David H. Wasserman Facsimile:  (212) 893-7061 With a copy to (which shall not constitute notice): Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 Attention:  Franci J. Blassberg, Esq. Facsimile:  (212) 909-6836

39

EX-4.12

Exhibit 4.12

This AMENDMENT NO. 1, dated as of November 20, 2006 (this “Amendment”), to the Registration Rights Agreement, dated as of December 21, 2005 (as it may be amended from time to time, the “Registration Rights Agreement”), by and among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.), a Delaware corporation (“Hertz Holdings”), and the stockholders of Hertz Holdings listed on the signature pages hereto (collectively, the “RRA Parties”), is entered into by and among the RRA Parties in accordance with Section 12(c) of the Registration Rights Agreement.  Capitalized terms used but not defined herein shall have the meanings given to such terms in, and all references to Articles and Sections herein are references to Articles and Sections of, the Registration Rights Agreement.

The parties hereby agree as follows:

1.Amendment to Section 1(b).  Section 1(b) is hereby amended to increase the number of Demand Registrations (other than Short-Form Registrations permitted pursuant to Section 1(c)) that each Principal Investor is entitled to initiate by deleting the words “no more than two Demand Registrations” that appear at the beginning of the first sentence of Section 1(b) and replacing them with the words “no more than three Demand Registrations”.

2.New Section 12(o).  A new Section 12(o) is hereby added to the Registration Rights Agreement, following Section 12(n), as follows:

“12(o) Stockholders Agreement.  This Agreement is subject to Section 3.1 of the Stockholders Agreement”.

3.Counterparts.  This Amendment may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Amendment.

4.Governing Law.  This Amendment will be governed by and construed in accordance with the laws of the State of New York (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction).

5.Continuing Effect of Registration Rights Agreement.  Except as amended hereby, the Registration Rights Agreement is hereby confirmed and ratified and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment by their authorized representatives as of the date first above written.

HERTZ GLOBAL HOLDINGS, INC.
By:	/s/ Paul J. Siracusa
	Name: Paul J. Siracusa
	Title: Executive Vice President and Chief Financial Officer

2

CLAYTON, DUBILIER & RICE FUND VII, L.P.
By:	CD&R Associates VII, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President
CDR CCMG CO-INVESTOR L.P.
By:	CDR CCMG Co-Investor GP Limited, its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Director
CD&R PARALLEL FUND VII, L.P.
By:	CD&R Parallel Fund Associates VII, Ltd., its general partner
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President

3

CARLYLE PARTNERS IV, L.P.
By:	TC Group IV, L.P., its general partner
	By:	TC Group IV, L.L.C., its general partner
		By:		TC Group, L.L.C., its sole member
				By:	TCG Holdings, L.L.C., its managing member
By:	/s/ John F. Harris
	Name: John F. Harris
	Title: Managing Director
CP IV COINVESTMENT, L.P.
By:	TC Group IV, L.P., its general partner
	By:		TC Group IV, L.L.C., its general partner
			By:	TC Group, L.L.C., its sole member
				By:		TCG Holdings, L.L.C., its managing member
By:	/s/ John F. Harris
	Name: John F. Harris
	Title: Managing Director
CEP II U.S. INVESTMENTS, L.P.
By:	CEP II GP, L.P., its general partner
	By: Carlyle Investment GP Corp., its general partner
By:	/s/ John F. Harris
	Name: John F. Harris
	Title: Director
CEP II PARTICIPATIONS S.à.r.l SICAR
By:	/s/ John F. Harris
	Name: John F. Harris
	Title: Manager
By:	/s/ Christopher Finn
	Name: Christopher Finn
	Title: Manager

4

ML GLOBAL PRIVATE EQUITY FUND, L.P.
By:	MLGPE LTD, its general partner
By:	/s/ George A. Bitar
	Name: George A. Bitar
	Title: Managing Director
MERRILL LYNCH VENTURES L.P. 2001
By:	Merrill Lynch Ventures, LLC, its general partner
By:	/s/ George A. Bitar
	Name: George A. Bitar
	Title: Executive Vice President
ML HERTZ CO-INVESTOR, L.P.
By:	ML Hertz Co-Investor GP, L.L.C., its general partner
	By:	ML Global Private Equity Fund, L.P., as sole member
		By:	MLGPE LTD, its general partner
By:	/s/ George A. Bitar
	Name: George A. Bitar
	Title: Managing Director

5

CMC-HERTZ PARTNERS, L.P.
By:	CMC-Hertz General Partner, L.L.C., its general partner
By:	/s/ Daniel A. D’Aniello
	Name: Daniel A. D’Aniello
	Title: Managing Director

6

EX-4.13.2

Exhibit 4.13.2

SECOND AMENDMENT TO CREDIT AGREEMENT

This Second Amendment to the Credit Agreement, dated as of October 31, 2006 (this “Amendment”), is entered into by and among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns the “Parent Borrower”), PUERTO RICANCARS, INC., a Puerto Rico corporation (“Puerto Ricancars”) (Puerto Ricancars together with the Parent Borrower, being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”); GELCO CORPORATION d.b.a. GE Fleet Services (“GE Fleet Services”), as administrative agent, collateral agent for Collateral owned by the Parent Borrower for the Lenders and collateral agent for Collateral owned by Puerto Ricancars for the Lenders (in such capacities, respectively, the “Administrative Agent”, the “Domestic Collateral Agent” and the “PRUSVI Collateral Agent”); and the Lenders (the “Lenders”) party to the Credit Agreement (as defined below).

RECITALS

A.The Borrowers, the Administrative Agent, the Domestic Collateral Agent, the PRUSVI Collateral Agent and the Lenders are parties to that certain Credit Agreement, dated as of September 29, 2006, as amended by the First Amendment thereto, dated as of October 6, 2006 (as it may hereafter be further amended, restated or otherwise modified, the “Credit Agreement”).

B.The Borrowers, the Administrative Agent, the Domestic Collateral Agent, the PRUSVI Collateral Agent and the Lenders are desirous of amending the Credit Agreement as and to the extent set forth herein and pursuant to, and subject to, the terms and conditions set forth herein.

C.This Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment.  Capitalized terms used herein without definition are so used as defined in the Credit Agreement.

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

1.Amendments.

1.1.Section 7.1(e) of the Credit Agreement is amended by deleting from clause (i) thereof, the date “October 31, 2006” and replacing it with the date “December 31, 2006”.

2.Conditions to Effectiveness.  The effectiveness of this Amendment is expressly conditioned upon the satisfaction of each of the following conditions precedent in a manner acceptable to Agent:

2.1.The Administrative Agent’s receipt of counterparts of this Amendment, duly executed by each Borrower, the Administrative Agent, the Domestic Collateral Agent, the

PRUSVI Collateral Agent and the Required Lenders, and duly acknowledged by each of the Guarantors.

3.Reference to and Effect Upon the Credit Agreement and other Loan Documents.

3.1.The Credit Agreement and each other Loan Document shall remain in full force and effect and each is hereby ratified and confirmed by the Borrowers and each of the Guarantors.

3.2.The execution, delivery and effect of this Amendment shall be limited precisely as written and shall not be deemed to (a) be a consent to any waiver of any term or condition or to any amendment or modification of any term or condition of the Credit Agreement or any other Loan Document, except as set forth herein, or (b) prejudice any right, power or remedy which the Administrative Agent, the Domestic Collateral Agent, the PRUSVI Collateral Agent or any Lender now has or may have in the future under or in connection with the Credit Agreement or any other Loan Document.

3.3.Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby.

4.Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument.  A counterpart signature page delivered by fax or electronic transmission shall be as effective as delivery of an originally executed counterpart.

5.Costs and Expenses.  As provided in Section 11.5 of the Credit Agreement, Borrowers shall pay the fees, costs and expenses incurred by the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including, without limitation, reasonable attorneys’ fees).

6.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK.

7.Headings.  Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[SIGNATURE PAGES FOLLOW]

2

IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written above.

				BORROWERS:
				PUERTO RICANCARS, INC.
				By:	/s/	Elyse Douglas
				Name:		Elyse Douglas
				Title:		Treasurer
				THE HERTZ CORPORATION
				By:	/s/	Elyse Douglas
				Name:		Elyse Douglas
				Title:		Treasurer
ACKNOWLEDGED AND AGREED
BY EACH OF THE GUARANTORS:
HERTZ EQUIPMENT RENTAL CORPORATION
BRAE HOLDING CORP.
HERTZ CLAIM MANAGEMENT CORPORATION
HCM MARKETING CORPORATION
HERTZ LOCAL EDITION CORP.
HERTZ LOCAL EDITION TRANSPORTING, INC.
HERTZ GLOBAL SERVICES CORPORATION
HERTZ SYSTEM, INC.
HERTZ TECHNOLOGIES, INC.
HERTZ TRANSPORTING, INC.
SMARTZ VEHICLE RENTAL CORPORATION
By:	/s/ Elyse Douglas
Name:			Elyse Douglas
Title:		Treasurer

GELCO CORPORATION DBA GE
FLEET SERVICES, as Administrative Agent, Domestic
Collateral Agent, PRUSVI Collateral Agent and
Lender
By:	/s/	Brock J. Austin
Name:		Brock J. Austin
Title:		Sr. V.P.

MERRILL LYNCH MORTGAGE CAPITAL,
INC., as Lender
By:	/s/	Jonathan Grant Jones
Name:		Jonathan Grant Jones
Title:		Vice President

EX-10.30

Exhibit 10.30

November 20, 2006

Clayton, Dubilier & Rice, Inc.
375 Park Avenue, 18th Floor
New York, NY 10152
Tel: (212) 407-5200
Attention: David Wasserman

Ladies and Gentleman:

Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “CD&R Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and Clayton, Dubilier & Rice, Inc. (“CD&R”).  The CD&R Consulting Agreement sets forth, among other things, the fees to be paid to CD&R by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by CD&R or its affiliates thereunder.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.

The parties agree to terminate the CD&R Consulting Agreement pursuant to Section 4 thereof upon the consummation of the Company’s initial Public Offering (as defined in the Stockholders Agreement).  In connection with such termination, the Company will pay (or will cause a subsidiary of the Company to pay) a fee of $5 million to CD&R (the “CD&R Termination Fee”) on the closing date of the Company’s initial Public Offering and, in consideration thereof, CD&R will waive any right to any Transaction Fee in connection with such Public Offering.  Upon payment of the CD&R Termination Fee, the CD&R Consulting Agreement will automatically terminate, provided that Section 3(b) and Section 3(d) thereof shall survive solely as to any portion of any Consulting Fee or Expenses accrued, but not paid or reimbursed, prior to such termination.

The termination of the CD&R Consulting Agreement has been requested by the Company (with Majority Approval, as defined in a Stockholders Agreement).  The CD&R Consulting Agreement is being terminated in reliance upon, and subject to, the concurrent termination of the Consulting Agreement, dated as of December 21, 2005, among the Company, Hertz and TC Group IV, L.L.C. (the “Carlyle Consulting Agreement”) and the Consulting Agreement, dated as of December 21, 2005, among the Company, Hertz and Merrill Lynch Global Partners, Inc. (the “Merrill Consulting Agreement”), in each case in consideration of a fee in an amount equal to the CD&R Termination Fee and on terms substantially identical to this letter agreement.

This letter agreement may be executed in any number of counterparts, with each executed counterpart constituting an original, but all together one and the same instrument. This letter agreement sets forth the entire understanding and agreement among the parties with

respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. This letter agreement is governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within that state.

If the foregoing is in accordance with your understanding and agreement, please sign and return this letter agreement, whereupon this letter agreement shall constitute a binding agreement with respect to the matters set forth herein.

Sincerely,
HERTZ GLOBAL HOLDINGS, INC.
By: :	/s/ Paul Siracusa
	Name: Paul Siracusa
	Title: Executive Vice President and
	Chief Financial Officer
THE HERTZ CORPORATION
By:		/s/ Paul Siracusa
		Name: Paul Siracusa
		Title: Executive Vice President and
		Chief Financial Officer

Acknowledged and agreed as of the
date first above written:
CLAYTON, DUBILIER & RICE, INC.
By:	/s/ Theresa A. Gore
	Name: Theresa A. Gore
	Title: Vice President

2

EX-10.31

Exhibit 10.31

November 20, 2006

TC Group IV, L.L.C.
c/o The Carlyle Group
1001 Pennsylvania Avenue, NW
Suite 220 South
Washington, DC 20004-2505
Tel: (202) 347-1818
Attention: Gregory Ledford

Ladies and Gentleman:

Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “Carlyle Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and TC Group IV, L.L.C. (“Carlyle”).  The Carlyle Consulting Agreement sets forth, among other things, the fees to be paid to Carlyle by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by Carlyle or its affiliates thereunder.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Carlyle Consulting Agreement.

The parties agree to terminate the Carlyle Consulting Agreement pursuant to Section 4 thereof upon the consummation of the Company’s initial Public Offering (as defined in the Stockholders Agreement).  In connection with such termination, the Company will pay (or will cause a subsidiary of the Company to pay) a fee of $5 million to Carlyle (the “Carlyle Termination Fee”) on the closing date of the Company’s initial Public Offering and, in consideration thereof, Carlyle will waive any right to any Transaction Fee in connection with such Public Offering.  Upon payment of the Carlyle Termination Fee, the Carlyle Consulting Agreement will automatically terminate, provided that Section 3(b) and Section 3(d) thereof shall survive solely as to any portion of any Consulting Fee or Expenses accrued, but not paid or reimbursed, prior to such termination.

The termination of the Carlyle Consulting Agreement has been requested by the Company (with Majority Approval, as defined in a Stockholders Agreement).  The Carlyle Consulting Agreement is being terminated in reliance upon, and subject to, the concurrent termination of the Consulting Agreement, dated as of December 21, 2005, among the Company, Hertz and Clayton, Dubilier & Rice, Inc. (the “CD&R Consulting Agreement”) and the Consulting Agreement, dated as of December 21, 2005, among the Company, Hertz and Merrill Lynch Global Partners, Inc. (the “Merrill Consulting Agreement”), in each case in consideration of a fee in an amount equal to the Carlyle Termination Fee and on terms substantially identical to this letter agreement.

This letter agreement may be executed in any number of counterparts, with each executed counterpart constituting an original, but all together one and the same instrument. This letter agreement sets forth the entire understanding and agreement among the parties with respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. This letter agreement is governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within that state.

If the foregoing is in accordance with your understanding and agreement, please sign and return this letter agreement, whereupon this letter agreement shall constitute a binding agreement with respect to the matters set forth herein.

			Sincerely,
			HERTZ GLOBAL HOLDINGS, INC.
			By: :	/s/ Paul Siracusa
				Name: Paul Siracusa
				Title: Executive Vice President and Chief Financial Officer
			THE HERTZ CORPORATION
			By:	/s/ Paul Siracusa
				Name: Paul Siracusa
				Title: Executive Vice President and Chief Financial Officer
Acknowledged and agreed as of the
date first above written:
TC GROUP IV, L.L.C.
By:	TC Group, L.L.C., its sole member
		By: TCG Holdings, L.L.C., its managing member
By:	/s/ John F. Harris
	Name: John F. Harris
	Title: Managing Director

2

EX-10.32

Exhibit 10.32

November 20, 2006

Merrill Lynch Global Partners, Inc.
c/o Merrill Lynch Global Private Equity
4 World Financial Center, 23rd Floor
New York, NY 10080
Tel: (212) 449-1119
Attention: George Bitar

Ladies and Gentleman:

Reference is made to the Consulting Agreement, dated as of December 21, 2005 (the “Merrill Consulting Agreement”), among Hertz Global Holdings, Inc. (formerly named CCMG Holdings, Inc.) (the “Company”), The Hertz Corporation (“Hertz”) and Merrill Lynch Global Partners, Inc. (“Merrill”).  The Merrill Consulting Agreement sets forth, among other things, the fees to be paid to Merrill by the Company and its subsidiaries for Consulting Services and Transaction Services to be performed by Merrill or its affiliates thereunder.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merrill Consulting Agreement.

The parties agree to terminate the Merrill Consulting Agreement pursuant to Section 4 thereof upon the consummation of the Company’s initial Public Offering (as defined in the Stockholders Agreement).  In connection with such termination, the Company will pay (or will cause a subsidiary of the Company to pay) a fee of $5 million to Merrill (the “Merrill Termination Fee”) on the closing date of the Company’s initial Public Offering and, in consideration thereof, Merrill will waive any right to any Transaction Fee in connection with such Public Offering.  Upon payment of the Merrill Termination Fee, the Merrill Consulting Agreement will automatically terminate, provided that Section 3(b) and Section 3(d) thereof shall survive solely as to any portion of any Consulting Fee or Expenses accrued, but not paid or reimbursed, prior to such termination.

The termination of the Merrill Consulting Agreement has been requested by the Company (with Majority Approval, as defined in a Stockholders Agreement).  The Merrill Consulting Agreement is being terminated in reliance upon, and subject to, the concurrent termination of the Consulting Agreement, dated as of December 21, 2005, among the Company, Hertz and Clayton, Dubilier & Rice, Inc. (the “CD&R Consulting Agreement”) and the Consulting Agreement, dated as of December 21, 2005, among the Company, Hertz and TC Group IV, L.L.C. (the “Carlyle Consulting Agreement”), in each case in consideration of a fee in an amount equal to the Merrill Termination Fee and on terms substantially identical to this letter agreement.

This letter agreement may be executed in any number of counterparts, with each executed counterpart constituting an original, but all together one and the same instrument. This

letter agreement sets forth the entire understanding and agreement among the parties with respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto. This letter agreement is governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within that state.

If the foregoing is in accordance with your understanding and agreement, please sign and return this letter agreement, whereupon this letter agreement shall constitute a binding agreement with respect to the matters set forth herein.

Sincerely,
HERTZ GLOBAL HOLDINGS, INC.
By: :	/s/ Paul Siracusa
	Name: Paul J. Siracusa
	Title: Executive Vice President and
	Chief Financial Officer
THE HERTZ CORPORATION
By:	/s/ Paul Siracusa
	Name: Paul J. Siracusa
	Title: Executive Vice President and
	Chief Financial Officer

Acknowledged and agreed as of the
date first above written:
MERRILL LYNCH GLOBAL PARTNERS, INC.
By:	/s/ George A. Bitar
	Name: George A. Bitar
	Title: Managing Director

2

EX-12

Exhibit 12

HERTZ GLOBAL HOLDINGS, INC. AND SUBSIDIARIES

COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
TO FIXED CHARGES (UNAUDITED)

(In Thousands of Dollars Except Ratios)

	Successor			Successor				Predecessor			Predecessor
				For the periods from
	Year ended December 31, 2006			December 21, 2005 to December 31, 2005				January 1, 2005 to December 20, 2005			Year ended December 31, 2004			Year ended December 31, 2003			Year ended December 31, 2002
Income (loss) before income taxes and minority interest		$	200,651		$	(33,218	)		$	574,906		$	502,552		$	237,492		$	216,394
Interest expense		943,210			26,812				510,403			408,171			372,924			376,710
Portion of rent estimated to represent the interest factor		147,800			4,084				131,449			119,918			118,813			115,879
Earnings (loss) before income taxes, minority interest and fixed charges		$	1,291,661		$	(2,322	)		$	1,216,758		$	1,030,641		$	729,229		$	708,983
Interest expense (including capitalized interest)		$	949,405		$	26,939			$	513,275		$	409,046		$	373,522		$	377,852
Portion of rent estimated to represent the interest factor		147,800			4,084				131,449			119,918			118,813			115,879
Fixed charges		$	1,097,205		$	31,023			$	644,724		$	528,964		$	492,335		$	493,731
Ratio of earnings to fixed charges		1.2			(a)				1.9			1.9			1.5			1.4

(a)Earnings (loss) before income taxes, minority interest and fixed charges for the period ended December 31, 2005 were inadequate to cover fixed charges by $33.3 million.

EX-21.1

Exhibit 21.1

Subsidiaries of Hertz Global Holdings, Inc.

A.            U.S. and Countries Outside Europe

Companies Listed by Country	State or Jurisdiction of  Incorporation
United States
The Hertz Corporation	Delaware
Brae Holding Corp.	Delaware
Executive Ventures, Ltd.	Delaware
EVZ LLC	Delaware
HC Partnership	Delaware
Hertz Claim Management Corporation	Delaware
HCM Marketing Corporation	Delaware
Hertz Equipment Rental Corporation	Delaware
CCMG HERC Sub, Inc.	Delaware
Hertz Fleet Funding LLC	Delaware
Hertz Vehicle Financing LLC	Delaware
Hertz France LLC	Delaware
Hertz Funding Corp.	Delaware
Hertz General Interest LLC	Delaware
Hertz Global Services Corporation	Delaware
Hertz International, Ltd.	Delaware
Hertz Equipment Rental International, Ltd.	Delaware
Hertz Investments, Ltd.	Delaware
Hertz Italy LLC	Delaware
Hertz Local Edition Corp.	Delaware
Hertz Local Edition Transporting, Inc.	Delaware
Hertz NL Holdings, Inc.	Delaware
Hertz System, Inc.	Delaware
Hertz Technologies, Inc.	Delaware
Hertz Transporting, Inc.	Delaware
Hertz Vehicles LLC	Delaware
Hertz Vehicle Sales Corporation	Delaware
Navigation Solutions, L.L.C. — Joint Venture Owned 65% by The Hertz Corporation	Delaware
Smartz Vehicle Rental Corporation	Delaware
Australia
Hertz Investment (Holdings) Pty. Limited	Australia
Hertz Australia Pty. Limited	Australia
Hertz Car Sales Pty. Ltd.	Australia
Hertz Asia Pacific Pty. Ltd.	Australia
Hertz Superannuation Pty. Limited	Australia
Hertz Note Issuer Pty Limited	Australia
Bermuda
HIRE (Bermuda) Limited	Bermuda
Brazil
Car Rental Systems Do Brasil Locacao De Veiculos Ltda.	Brazil
Hertz Do Brasil Ltda.	Brazil

Canada
CMGC Canada Acquisition ULC	Canada
Hertz Canada Limited	Canada
Hertz Canada Finance Co., Ltd.	Canada
Matthews Equipment Limited	Canada
Western Shut-Down (1995) Limited	Canada
3198872 Nova Scotia Company	Canada
Cayman Islands
Hertz (Cayman Islands) Limited	Cayman Islands
China
Hertz International Car Rental Consulting (Shanghai) Co., Ltd.	People’s Republic of China
Hong Kong
Hertz Hong Kong Limited	Hong Kong
Japan
Hertz Asia Pacific (Japan), Ltd.	Japan
Mexico
Hertz Latin America, S.A. de C.V.	Mexico
New Zealand
Hertz New Zealand Holdings Limited	New Zealand
Hertz New Zealand Limited	New Zealand
Puerto Rico
Puerto Ricancars, Inc.	Puerto Rico
Puerto Ricancars Transporting, Inc.	Puerto Rico
Puerto Ricancars Fleet, LLC	Puerto Rico
Hertz Puerto Rico Holdings, Inc.	Puerto Rico
Singapore
Hertz Asia Pacific Pte. Ltd.	Singapore

B.      Europe

Companies Listed by Country	State or Jurisdiction of  Incorporation
Belgium
Hertz Belgium NV	Belgium
Hertz Claim Management bvba	Belgium
France
Equipole S.A.	France
Equipole Finance Services SAS	France
Hertz Claim Management SAS	France
Hertz Equipement Finance SAS	France
Hertz Equipement France SAS	France
Hertz France SAS	France
RAC Finance SAS	France

2

Germany
Hertz Autovermietung GmbH	Germany
Hertz Claim Management GmbH	Germany
Hertz Germany Fleet GmbH	Germany
Ireland
Apex Processing Limited	Ireland
Dan Ryan Car Rentals Ltd.	Ireland
Hertz Europe Service Centre Limited	Ireland
Hertz Finance Centre Limited	Ireland
Hertz Ireland (Fleet Germany) Limited	Ireland
Hertz International RE Ltd.	Ireland
Hertz International Treasury	Ireland
Probus Insurance Company Europe Ltd.	Ireland
Italy
Hertz Claim Management Srl	Italy
Hertz Holdings South Europe Srl	Italy
Hertz Italiana SpA	Italy
Hertz Italy Holdings Limited	Italy
Luxembourg
Hertz Luxembourg, SA	Luxembourg
Monaco
Hertz Monaco, SAM	Monaco
The Netherlands
Hertz Holland B.V.	The Netherlands
Hertz Holdings Netherlands B.V.	The Netherlands
Hertz Claim Management B.V.	The Netherlands
Stuurgroep Holland B.V.	The Netherlands
Hertz Automobielen Nederland B.V.	The Netherlands
Van Wijk Beheer B.V.	The Netherlands
Van Wijk European Car Rental Service B.V.	The Netherlands
Spain
Hertz Alquiler de Maquinaria SA	Spain
Hertz Claim Management SA	Spain
Hertz de Espana SA	Spain
Switzerland
Hertz AG	Switzerland
Hertz Claims Management AG	Switzerland
S.I. Fair-Play SA	Switzerland
Zuri-Leu Garage AG	Switzerland
United Kingdom
Hertz Holdings UK Limited	United Kingdom
Hertz Holdings III UK Limited	United Kingdom
Hertz Holdings II UK Limited	United Kingdom
Hertz (UK) Limited	United Kingdom

3

Daimler Hire Limited	United Kingdom
Hertz Car Sales Ltd.	United Kingdom
Hertz Rent A Car Limited	United Kingdom
Hertz Europe Limited	United Kingdom
Hertz Claim Management Limited	United Kingdom

4

EX-23

Exhibit 23.1

CONSENTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-138812) of Hertz Global Holdings, Inc. of our report dated March 30, 2007, relating to the consolidated financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey
March 30, 2007

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-109955 and 333-57138) and on Form S-8 (File Nos. 333-138812, 333-32543, 333-60311, 333-80457 and 333-32868) of Hertz Global Holdings, Inc. of our report dated April 4, 2006, except for the effects of the restatement described in Note 1A (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company's Annual Report on Form 10-K/A for the year ended December 31, 2005, as to which the date is July 14, 2006, relating to the financial statements and financial statement schedule which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
March 30, 2007

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a—14(a)/15d—14(a)

I, Mark P. Frissora, certify that:

1.I have reviewed this Annual Report on Form 10 K for the year ended December 31, 2006 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 15(d)-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: March 30, 2007
	By:	/s/ MARK P. FRISSORA
		Mark P. Frissora
		Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a—14(a)/15d—14(a)

I, Paul J. Siracusa, certify that:

1.I have reviewed this Annual Report on Form 10 K for the year ended December 31, 2006 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 15(d) 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:  March 30, 2007
	By:	/s/ PAUL J. SIRACUSA
		Paul J. Siracusa
		Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of Hertz Global Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Mark P. Frissora, Chief Executive 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:  March 30, 2007

By:	/s/ MARK P. FRISSORA
	Mark P. Frissora
	Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the Annual Report of Hertz Global Holdings, Inc. (the “Company”) on Form 10-K for the period ending December 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Paul J. Siracusa, 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:  March 30, 2007

By:	/s/ PAUL J. SIRACUSA
	Paul J. Siracusa
	Executive Vice President and
	Chief Financial Officer